TKO Group Holdings Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

TKO GROUP HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

As previously disclosed in a Current Report on Form 8-K filed by TKO Group Holdings, Inc. (the “Company”) on February 28, 2025 (the “Closing Date”), on the Closing Date, the Company and TKO Operating Company, LLC completed the acquisition of the IMG business, including certain businesses operating under the IMG brand, On Location and the Professional Bull Riders from affiliates of Endeavor Group Holdings, Inc. (the “Endeavor Asset Acquisition”).

The Company is filing this Current Report on Form 8-K (the “Form 8-K”) solely to provide recast historical audited financial information and related disclosures for the Company with respect to its fiscal years ended December 31, 2024, 2023 and 2022 (the “Historical Financial Information”), giving effect to the Endeavor Asset Acquisition as if such transaction had been consummated on January 1, 2022, the beginning of the earliest period presented.

Except as otherwise stated or the context otherwise requires, this Form 8-K (including the exhibits hereto) does not revise or update any section or subsection of the Company’s periodic filings, including the Company’s Annual Reports on Form 10-K covering the fiscal years ended December 31, 2024, 2023 or 2022, and is not an amendment to, or a restatement of, such filings.

Item 8.01 Other Events.

The information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

b) Pro forma financial information.

The Historical Financial Information is attached hereto as Exhibit 99.1 and incorporated herein by reference.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.