Amendment: SEC Form SCHEDULE 13D/A filed by TKO Group Holdings Inc.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On February 28, 2025 (the "Asset Sale Closing Date"), pursuant to the Asset Sale Transaction Agreement (as defined below), Endeavor Operating Company, LLC ("EOC") and IMG Worldwide, LLC ("IMG Worldwide" and, together with EOC, the "EDR Parties") contributed, assigned and transferred to TKO Operating Company, LLC ("TKO OpCo") the Professional Bull Riders, On Location and IMG businesses (the "Transferred Businesses") in exchange for 26,541,724 units of TKO OpCo ("TKO OpCo Units"), having an aggregate value of $3.25 billion (based on the volume-weighted average sales price of Class A Common Stock for the twenty five trading days ending on October 23, 2024), reflecting an adjustment pursuant to the terms of the Asset Sale Transaction Agreement, and subscribed for an equivalent number of corresponding shares of Class B Common Stock.

The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 4.

The information set forth on the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5.

January Capital HoldCo, LLC ("January HoldCo") is the record holder of 83,074,858 TKO OpCo Units, January Capital Sub, LLC ("January Sub") is the record holder of 6,542,033 TKO OpCo Units, EOC is the record holder of 2,155,188 TKO OpCo Units and IMG Worldwide is the record holder of 24,386,536 TKO OpCo Units. Subject to the terms of the operating agreement of TKO OpCo, the TKO OpCo Units may be redeemed for shares of Class A Common Stock on a one-for-one basis. In addition, EOC is the record holder of 2,579,437 shares of Class A Common Stock and WME IMG, LLC ("WME IMG") is the record holder of 1,825,030 shares of Class A Common Stock. Endeavor is the managing member of Endeavor Manager, LLC, which in turn is the managing member of EOC. EOC is the sole member of January HoldCo and January Sub (EOC, January HoldCo and January Sub, collectively, the "EDR Subscribers"). IMG Worldwide is an indirect subsidiary of WME IMG, which is an indirect subsidiary of Endeavor. As a result, Endeavor may be deemed to beneficially own the securities held of record by the EDR Subscribers, WME IMG or IMG Worldwide. The Reporting Person is a member of the governing body of Endeavor and as a result may be deemed to share beneficial ownership of the securities beneficially owned by Endeavor In addition, the Reporting Person is the record holder of 66,179 shares of Class A Common Stock. The ownership information presented herein represents beneficial ownership of Class A Common Stock as of February 28, 2025, based upon 81,553,818 shares of Class A Common Stock outstanding as of January 31, 2025.

Other than as described in this Amendment No.4, the Reporting Person has not effected any transactions with respect to the Class A Common Stock since Amendment No. 3.

None.

Not applicable.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows: On February 27, 2025, the EDR Parties entered into the First Amendment (the "Asset Sale Transaction Agreement Amendment") to the Transaction Agreement (as amended, the "Asset Sale Transaction Agreement"), dated as of October 23, 2024, by and among the EDR Parties, Trans World International, LLC, the Issuer and TKO OpCo (together with the Issuer, the "TKO Parties"). The Asset Sale Transaction Agreement Amendment provides for (a) the acceleration of the Inside Date (as defined therein) to February 28, 2025, (b) the removal of the requirement that the Inside Date be automatically extended to April 1, 2025 if either (i) the EDR Parties fail to represent to the TKO Parties that the EDR Parties reasonably and in good faith expect to deliver to the TKO Parties the 2025 Financials (as defined therein) on or prior to February 28, 2025, or (ii) the Closing (as defined therein) does not occur on or prior to March 3, 2025 and (c) certain changes with respect to the timing of employee transfers. On the Asset Sale Closing Date, the TKO Parties completed the acquisition of the Transferred Businesses, pursuant to the Asset Sale Transaction Agreement At the effective time, the EDR Parties contributed, assigned and transferred to TKO OpCo the Transferred Businesses, in exchange for 26,541,724 TKO OpCo Units, and subscribed for an equivalent number of corresponding shares of Class B Common Stock.

Exhibit 5: Transaction Agreement, dated October 23, 2024, by and among Endeavor Operating Company, LLC, TKO Operating Company, LLC, TKO Group Holdings, Inc., IMG Worldwide, LLC, and Trans World International, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on October 24, 2024). Exhibit 6: First Amendment to Transaction Agreement, dated February 27, 2025, by and among Endeavor Operating Company, LLC, TKO Operating Company, LLC, TKO Group Holdings, Inc., IMG Worldwide, LLC, and Trans World International, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer on February 28, 2025).