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.
As of September 30, 2026 and December 31, 2025, there was no outstanding balance under the Revolving Credit Facility.
The First Lien Credit Agreement contains a financial covenant that requires the Company to maintain, commencing with the fiscal quarter ended June 30, 2025, a First Lien Leverage Ratio of Consolidated First Lien Debt to Consolidated EBITDA not to exceed 8.25-to-1. The Company is only required to comply with the foregoing financial covenant if the sum of (i) outstanding borrowings under the Revolving Credit Facility (excluding any letters of credit, whether drawn or undrawn) and (ii) Swingline Loans, as defined in the First Lien Credit Agreement, is greater than the greater of (x) $140.0 million and (y) forty percent of the borrowing capacity of the Revolving Credit Facility. This covenant did not apply as of September 30, 2026 and December 31, 2025, as the Company had no borrowings outstanding under the Revolving Credit Facility.
The Credit Facilities restrict the ability of certain subsidiaries of the Company to make distributions and other payments to the Company. These restrictions include exceptions for, among other things, (1) amounts necessary to make tax payments, (2) a limited annual amount for employee equity repurchases, (3) distributions required to fund certain parent entities, (4) other specific allowable situations and (5) a general restricted payment basket, which generally provides for no restrictions as long as the Total Leverage Ratio (as defined in the First Lien Credit Agreement) is less than 5.0x.
As of September 30, 2026 and December 31, 2025, TKO Worldwide Holdings had outstanding letters of credit of $10.4 million and $1.1 million, respectively.
The estimated fair values of the Company’s outstanding term loans are based on quoted market values for the debt. As of September 30, 2026 and December 31, 2025, the face amount of the Company’s term loans approximated their fair value.
Other Secured Loans
As of September 30, 2026 and December 31, 2025, the Company had $60.3 million and $63.1 million, respectively, of other secured loans outstanding, which were entered into in order to finance the purchase of certain assets. These loans are secured by the underlying assets of the Company and bear interest at rates ranging from SOFR plus 1.70% to SOFR plus 2.25%. 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.
One of the Company's other secured loans contains a financial covenant that requires the Company to maintain a Debt Service Coverage Ratio of consolidated debt to Adjusted EBITDA as defined in the applicable loan agreements of no less than 1.15-to-1 as measured on an annual basis. As of September 30, 2026 and December 31, 2025, the Company was in compliance with its financial debt covenant under this secured loan.
9. STOCKHOLDERS’ EQUITY
Endeavor Share Purchases
During the nine months ended September 30, 2025, Endeavor OpCo purchased 1,897,650 shares of TKO Class A common stock for an aggregate amount of $300.9 million under EGH and its subsidiaries' Rule 10b5-1 trading plan for the Company. The trading plan was terminated on February 14, 2025. On June 3, 2025, Endeavor OpCo entered into a stock purchase agreement with Vincent K. McMahon, pursuant to which Endeavor OpCo agreed to purchase 1,579,080 shares of TKO Class A common stock held by Mr. McMahon at a per share price of $158.32 for an aggregate of $250.0 million. These shares of TKO Class A common stock purchased by Endeavor OpCo are included in the calculation of Endeavor’s total voting interest in TKO.
Endeavor Asset Acquisition — Equity Consideration
On February 28, 2025, as consideration paid in connection with the Endeavor Asset Acquisition, the Company issued approximately 26.54 million Common Units of TKO OpCo and an equivalent number of corresponding shares of TKO Class B common stock to Endeavor OpCo and certain of EGH's other subsidiaries. The equity consideration increased the nonredeemable non-controlling interest in TKO OpCo, with a corresponding increase to additional paid-in capital.
artificially depressing their compensation for their services. On February 6, 2025, the district court approved a settlement of the Le case for an aggregate amount of $375.0 million, the last installment of which was paid in June 2025.
On June 24, 2021, another lawsuit, Johnson et al. v. Zuffa, LLC et al., No. 2:21-cv-1189-RFB-BNW (D. Nev.) (the “Johnson” case), was filed by a putative class of former UFC fighters and covering the period from July 1, 2017, to the present. The Johnson case alleges substantially similar claims to the Le case and seeks both damages and injunctive relief. No trial date has been set in the Johnson action and the parties are in the midst of the discovery process.
On May 23, 2025, Cirkunovs v. Zuffa, LLC et al., No. 2:25-cv-00914-RFB-BNW (D. Nev.) (the “Cirkunovs” case), was filed by a putative class of former UFC fighters who signed contracts with arbitration clauses and class action waiver agreements during the period July 1, 2017, to the present. The complaint in Cirkunovs contains nearly identical allegations to Johnson and further alleges that the arbitration clauses and class action waivers contained in the fighters’ contracts are unenforceable. The Cirkunovs complaint seeks injunctive relief invalidating these arbitration clauses and class action waivers, as well as treble damages under the antitrust laws and attorneys’ fees and costs. Zuffa filed a motion to compel arbitration, and the Court allowed Plaintiffs to seek discovery regarding the arbitration clause before ruling on Zuffa’s motion. Defendants appealed the district court’s order permitting discovery rather than ruling on Zuffa’s motion to compel arbitration. Cirkunovs has been stayed pending resolution of Defendants’ appeal. No trial date has been set in Cirkunovs.
On May 29, 2025, a similar complaint was filed by a current Professional Fighters League fighter, Phil Davis. Davis v. Zuffa, LLC et al., No. 2:25-cv-00946-RFB-BNW (D. Nev.) (the “Davis” case). The Davis complaint also asserts nearly identical allegations as in Johnson and Cirkunovs, except Davis seeks to represent a class of fighters who competed in U.S.-bouts for non-UFC promotions from May 29, 2021, onward, excluding all currently contracted UFC fighters, as well as the Johnson and Cirkunovs class members. The Davis case alleges UFC’s alleged anticompetitive conduct impairs the ability of non-UFC fighters to advance their careers and artificially suppresses non-UFC fighter pay. The Davis case does not seek monetary damages and instead seeks injunctive relief. On March 31, 2026, the district court denied Zuffa’s motion to dismiss Davis. No trial date has been set in Davis, and the parties are in the midst of the discovery process.
On February 26, 2026, two plaintiffs who allegedly paid to view UFC broadcasts filed a putative antitrust class action against Zuffa, TKO Group Holdings, Inc., TKO OpCo, and EGH, Costantino, et al. v. Zuffa, LLC, et al., No. 2:26-cv-00539-RFB-EJY (D. Nev) (the “Costantino” case). Two additional plaintiffs joined the action in an amended complaint filed on May 18, 2026. The amended complaint alleges, like the complaints in Le, Johnson, Cirkunovs, and Davis, that the defendants monopsonized the market for professional MMA fighter services and monopolized the market for professional MMA bouts in the United States. The Costantino plaintiffs allege that this resulted in increased prices for consumers who purchased (i) UFC pay-per-view events and (ii) the Paramount+ streaming service that now televises UFC bouts. The plaintiffs assert claims under Sections 1 and 2 of the Sherman Act and certain state laws and seek unspecified damages on behalf of classes of persons and entities in relevant states that either (i) purchased UFC pay-per-view events through January 1, 2026, or (ii) subscribed to Paramount+ from January 1, 2026 to the present. They also seek to assert equitable relief claims on behalf of a purported nationwide class of Paramount+ subscribers. On July 21, 2026, Zuffa moved to dismiss Costantino and to compel the matter to arbitration. The motions are fully briefed and pending.
WWE Legal Proceedings
As announced in June 2022, a Special Committee of independent members of WWE’s board of directors (the “Special Committee”) was formed to investigate alleged misconduct by WWE’s then-Chief Executive Officer, Vincent K. McMahon (the “Special Committee investigation”). The Special Committee investigation is complete and, in January 2024, Mr. McMahon resigned from his position as Executive Chair and member of the Company's board of directors, as well as other positions, employment and otherwise, at TKO and its subsidiaries. No charges have been brought against the Company.
On January 25, 2024, a former WWE employee filed a lawsuit against WWE, Mr. McMahon and another former WWE executive, John Laurinaitis, in the United States District Court for the District of Connecticut alleging, among other things, that she was sexually assaulted by Mr. McMahon and Mr. Laurinaitis and asserting claims under the Trafficking Victims Protection Act. On May 30, 2025, Mr. Laurinaitis was dismissed from the matter with prejudice pursuant to a stipulation of dismissal. WWE moved to compel the matter to arbitration, and the remaining parties subsequently executed an agreement to submit their dispute to arbitration. On July 24, 2026, pursuant to that agreement, the former employee filed a stipulation of voluntary dismissal with prejudice of her federal lawsuit.
On October 23, 2024, five unnamed plaintiffs filed a lawsuit against Mr. McMahon, Linda McMahon, WWE, and TKO in Maryland court, alleging sexual abuse by a former World Wrestling Federation ring announcer during the 1980s. On April 28, 2025, plaintiffs filed an amended complaint adding three unnamed plaintiffs, but no new defendants. On December 10, 2025, the court dismissed the claims asserted by one of the unnamed plaintiffs (and certain other claims asserted against Ms. McMahon) but otherwise denied defendants’ motions to dismiss. In April 2026, the court ordered briefing on defendants’ constitutional challenges
to the state law on which the plaintiffs’ claims are premised. On October 19, 2026, the court denied Defendants’ motion for judgment on the pleadings based on those constitutional challenges.
On November 17, 2023, a purported former stockholder of WWE, Laborers’ District Council and Contractors’ Pension Fund of Ohio, filed a verified class action complaint on behalf of former WWE stockholders in the Court of Chancery of the State of Delaware (“Delaware Court”). On November 20, 2023, another purported former WWE stockholder, Dennis Palkon, filed a substantially similar verified class action complaint. Both complaints allege breach of fiduciary duty claims against former WWE directors Mr. McMahon, Nick Khan, Paul Levesque, George A. Barrios, Steve Koonin, Michelle D. Wilson, and Frank A. Riddick III (collectively, the “Individual Defendants”), arising out of the TKO Transactions. On April 24, 2024, the City of Pontiac Reestablished General Employees’ Retirement System, a third purported former WWE stockholder, filed another verified class action complaint, which similarly alleges breach of fiduciary duty claims against the Individual Defendants and added claims against WWE and TKO for denying stockholders their appraisal rights under DGCL § 262, as well as claims against EGH for aiding and abetting the alleged breaches of fiduciary duties and for civil conspiracy to violate DGCL § 262. On May 2, 2024, the Court entered an order consolidating all actions under the caption In re World Wrestling Entertainment, Inc. Merger Litigation, C.A. No. 2023-1166-JTL (“Consolidated Action”). Lead plaintiffs subsequently designated the Palkon complaint as operative. As a result, WWE, TKO and EGH are no longer defendants. On October 24, 2024, the Delaware Court entered a stipulation dismissing all claims against Messrs. Koonin and Riddick, who, therefore, are no longer defendants. The remaining Individual Defendants filed answers to the complaint on October 28, 2024. Fact discovery closed on December 19, 2025, and expert discovery closed on April 10, 2026.
In early June 2026, the parties reached an agreement in principle to resolve all claims against all defendants. On August 25, 2026, the parties filed a stipulation and agreement of settlement, compromise, and release, subject to the Delaware Court’s approval. On September 2, 2026, the Delaware Court entered an order scheduling a hearing on the proposed settlement for November 30, 2026. The overall settlement amount was primarily funded by insurance recoveries, with WWE funding a portion as a result of pre-existing indemnification obligations owed by WWE to the directors. WWE’s portion of the overall settlement amount was $105.0 million, which was funded by insurance recoveries of $72.6 million, resulting in a loss of $32.4 million. The net estimated loss is included within selling, general and administrative expenses in the consolidated statements of operations for the nine months ended September 30, 2026.
IMG Legal Proceedings
As set forth in the Endeavor Asset Acquisition Agreement and pursuant to other agreements between the Company and Endeavor Group Holdings, Inc., Endeavor Group Holdings, Inc. is obligated to indemnify the Company for, and pay directly, any judgment entered against IMG or settlement entered into with respect to IMG, including with respect to claims or actions brought by other parties related to the proceedings described below.
In July 2017, the Italian Competition Authority (“ICA”) issued a decision opening an investigation into alleged breaches of competition law in Italy, involving inter alia IMG, and relating to bidding for certain media rights of the Serie A and Serie B football leagues. In April 2018, the European Commission conducted on-site inspections at a number of companies that are involved with sports media rights, including IMG. The inspections were part of an ongoing investigation into the sector and into potential violations of certain antitrust laws that may have taken place within it. IMG investigated these ICA matters, as well as other regulatory compliance matters. In May 2019, the ICA completed its investigation and fined IMG approximately EUR 0.3 million. As part of its decision, the ICA acknowledged IMG's cooperation and ongoing compliance efforts since the investigation commenced. In July 2019, three football clubs (the “Original Plaintiffs”) and in June 2020, the Serie A football league (Lega Nazionale Professionisti Serie A or “Lega Nazionale,” and together with the Original Plaintiffs, the “Plaintiffs”) each filed separate claims against IMG and certain other unrelated parties in the Court of Milan, Italy, alleging that IMG engaged in anti-competitive practices with regard to bidding for certain media rights of the Serie A and Serie B football leagues. The Plaintiffs seek damages from all defendants deriving from the lower value of the media rights in amounts totaling EUR 554.6 million in the aggregate relating to the Original Plaintiffs and EUR 1,750 million relating to Lega Nazionale, along with attorneys’ fees and costs. Since December 2020, four additional clubs have each filed requests to intervene in the Lega Nazionale proceedings and individually seek to claim damages deriving from the lower value of the media rights and totaling EUR 251.5 million. The Original Plaintiffs and these four additional clubs are also seeking additional damages relating to alleged lost profits and additional charges, totaling EUR 1,675 million. Ten other clubs also filed requests to intervene in support of Lega Nazionale’s claim or alternatively to individually claim damages deriving from the lower value of the media rights totaling EUR 284.9 million, in the case of five clubs, and unspecified amounts (to be quantified as a percentage of the total amount sought by Lega Nazionale) in the other five cases. Collectively, the interventions of these 14 clubs are the “Interventions.” By judgment issued on May 8, 2024, the Court of Milan ruled that the clubs have a concurrent right to bring a claim, and Lega Nazionale is entitled to retain only 10% of the aggregate loss suffered (if any) by the clubs deriving from the lower value of the media rights. IMG reserved the right to appeal the partial ruling. In December 2022, one further football club filed a separate claim against IMG and certain other unrelated parties seeking damages from all defendants deriving from the lower value of the media rights totaling EUR 326.9 million, in addition to EUR 513.5 million in alleged additional damages relating to lost profits and additional charges. During April to June 2025, two additional clubs intervened in the proceedings in support of Lega Nazionale’s claims, but did not bring new claims. During December 2025 to January 2026, two additional clubs intervened in the proceedings in support of Lega Nazionale’s claims or alternatively to individually claim damages deriving from
the lower value of the media rights in the amount of EUR 277.8 million. Currently, the total number of Interventions amounts to 18 clubs.
At the end of April 2026, the parties agreed to settle all claims asserted in the above-described litigation. The settlement, which included any obligations of IMG, was paid directly by a subsidiary of Endeavor Group Holdings, Inc. pursuant to its indemnification obligations.
Endeavor Asset Acquisition Litigation
On March 27, 2026, a purported stockholder of TKO, Jonathan Jordan, filed a verified stockholder derivative complaint on behalf of TKO in the Court of Chancery of the State of Delaware, captioned Jordan v. Endeavor Group Holdings, Inc., et al., C.A. No. 2026-0422-LWW (the “Jordan” case). Jordan alleges breach of fiduciary duty and unjust enrichment claims arising out of the Endeavor Asset Acquisition against Endeavor Group Holdings, Inc.; Silver Lake Group, L.L.C. and various affiliate funds; TKO directors Ariel Emanuel, Egon Durban, Dwayne Johnson, Nick Khan, Mark Shapiro, Peter Bynoe, Steven Koonin, Nancy Tellem, Carrie Wheeler, Bradley Keywell, Jonathan Kraft, and Sonya Medina; and TKO officers Ariel Emanuel, Seth R. Krauss, Andrew Schleimer, and Mark Shapiro. Jordan also alleges claims against Moelis & Company LLC for aiding and abetting the alleged breaches of fiduciary duties. Among other things, Jordan seeks equitable relief and monetary damages. On July 10, 2026, all defendants moved to dismiss the complaint, which the parties are currently briefing. No trial date has been set.
15. SEGMENT INFORMATION
The Company has three reportable segments: UFC, WWE and IMG that align with how the Company’s Chief Operating Decision Maker (“CODM”) manages the businesses, evaluates financial results, and makes key operating decisions. The UFC segment consists entirely of the operations of the Company's UFC business and the WWE segment consists entirely of the operations of the Company's WWE business. The IMG segment consists of the operations of the IMG business and On Location.
The Company also reports the results for the “Corporate and Other” group. The Corporate and Other group 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. Boxing includes the joint venture with Sela for the Zuffa Boxing brand as well as promotional services TKO provides for boxing events.
Revenue from our Corporate and Other group principally consists of media rights fees associated with the distribution of PBR's programming content; ticket sales and financial incentive packages associated with live events; partnerships and marketing; and consumer products licensing agreements of PBR-branded products. Revenue also consists of management and promotional fees for services primarily related to boxing.
General and administrative expenses relate largely to corporate activities, including information technology, facilities, legal, human resources, finance and accounting, treasury, investor relations, corporate communications, community relations and compensation to TKO’s management and board of directors, which support all reportable segments. Corporate and Other expenses also include service fees paid by the Company to EGH and its subsidiaries under the Services Agreement, inclusive of fees paid for revenue producing services related to the segments. On the closing date of the Endeavor Asset Acquisition, the Services Agreement between EGH and TKO OpCo was terminated and the Transition Services Agreement was entered into between the EGH Parties, TWI and the TKO Parties.
As disclosed within Note 2, Summary of Significant Accounting Policies, the historical financial data includes the recast combined results of TKO and the Acquired Businesses for all periods prior to February 28, 2025. All prior period amounts related to the segment change have been retrospectively reclassified to conform to the new presentation.
The profitability measure employed by the Company’s CODM for allocating resources and assessing operating performance is Adjusted EBITDA. The Company defines Adjusted EBITDA as net income, excluding income taxes, net interest expense, depreciation and amortization, equity-based compensation, merger, acquisition and earnout costs, certain legal costs, restructuring, severance and impairment charges, foreign exchange (gains) losses, and certain other items when applicable. Adjusted EBITDA includes amortization expenses directly related to supporting the operations of the Company’s segments, including content production asset amortization. The Company’s CODM considers budget-to-actual and quarter-over-quarter variances when making decisions about allocating capital and personnel to the segments. The Company believes the presentation of Adjusted EBITDA is relevant and useful for investors because it allows investors to view the Company’s segment performance in the same manner as the Company’s CODM to evaluate segment performance and make decisions about allocating resources. Additionally, the Company believes that Adjusted EBITDA is a primary measure used by media investors, analysts and peers for comparative purposes.
The Company does not disclose assets by segment information. The Company does not provide assets by segment information to the Company’s CODM, as that information is not typically used in the determination of resource allocation and assessing business performance of each reportable segment. A significant portion of the Company’s assets following the TKO
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information set forth in our unaudited consolidated financial statements and related notes included in this Quarterly Report and with our audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”). This discussion contains forward-looking statements based upon management’s current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various known and unknown factors, including those set forth under Part I, Item 1A. “Risk Factors” of our 2025 Annual Report or in other sections of the 2025 Annual Report and this Quarterly Report.
On February 28, 2025, TKO Operating Company, LLC, a Delaware limited liability company (“TKO OpCo”), and TKO Group Holdings, Inc., a Delaware corporation (together with TKO OpCo, the “TKO Parties”), completed the Endeavor Asset Acquisition, acquiring the IMG business, including certain businesses operating under the IMG brand, On Location, and Professional Bull Riders (“PBR”) (collectively, the “Acquired Businesses”), pursuant to a transaction agreement, dated as of October 23, 2024 (as amended, the “Endeavor Asset Acquisition Agreement”), by and among the TKO Parties, Endeavor OpCo, IMG Worldwide, LLC, a Delaware limited liability company (“IMG Worldwide” and, together with Endeavor OpCo, the “EGH Parties”), and Trans World International, LLC, a Delaware limited liability company and subsidiary of EGH (“TWI”).
The Endeavor Asset Acquisition was treated as a merger between entities under common control, due to EGH’s control of both TKO and the Acquired Businesses. As a result of the common control acquisition, the net assets of the Acquired Businesses were combined with those of TKO at their historical carrying amounts, and the financial statements have been retrospectively recast on a combined basis for historical periods prior to February 28, 2025 because they were under common control for all periods presented.
The following is a discussion and analysis of, and a comparison between, our results of operations for the three and nine months ended September 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.
Overview
TKO is a premium sports and entertainment company which operates leading combat sports and sports entertainment companies. The Company monetizes its brands through four principal activities: (i) Media rights, production and content, (ii) Live events and hospitality, (iii) Partnerships and marketing, and (iv) Consumer products licensing.
TKO was formed through the combination of Zuffa Parent, LLC (n/k/a TKO Operating Company, LLC) which owns and operates the Ultimate Fighting Championship (“UFC”), a preeminent combat sports brand, and World Wrestling Entertainment, Inc. (n/k/a World Wrestling Entertainment, LLC) (“WWE”), a renowned sports entertainment business (the “TKO Transactions”). The TKO Transactions unite two complementary sports and sports entertainment properties in a single company.
Endeavor Asset Acquisition
In connection with the Endeavor Asset Acquisition Agreement, the TKO Parties acquired the Acquired Businesses for total consideration of approximately $3.25 billion plus a $50 million purchase price adjustment (based on the volume-weighted average sales price of TKO Class A common stock for the twenty-five trading days ending on October 23, 2024). The EGH Parties received approximately 26.54 million common units of TKO OpCo and subscribed for an equivalent number of corresponding shares of TKO’s Class B common stock.
With respect to the historical financial data of the Acquired Businesses for the periods prior to the completion of the Endeavor Asset Acquisition, the historical financial data has been derived from the combined financial statements and accounting records of Endeavor Group Holdings, Inc. and were prepared on a standalone basis in accordance with U.S. generally accepted accounting principles (“GAAP”) and may not be indicative of what they would have been had the Acquired Businesses been independent standalone companies, nor are they necessarily indicative of the Acquired Businesses’ future financial data.
With respect to the historical combined financial statements of the Company, they include all revenues and costs directly attributable to the Acquired Businesses and reflect allocations of certain Endeavor Group Holdings, Inc.'s corporate, infrastructure and shared services expenses, including centralized research, legal, human resources, payroll, finance and accounting, employee benefits, real estate, insurance, information technology, telecommunications, treasury, and other expenses. Where possible, these charges were allocated based on direct usage, with the remainder allocated on a pro rata basis of headcount and gross profit, or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Acquired Businesses during the periods presented. The allocations may not, however, reflect the expense the Acquired Businesses would have incurred as standalone companies for the periods presented. These costs also may not be indicative
of the expenses that the Acquired Businesses will incur in the future or would have incurred if the Acquired Businesses had obtained these services from a third party.
Accordingly, as discussed above, the historical financial data presented within this discussion and analysis of our financial condition and results of operations includes the consolidated historical financial data of TKO and the Acquired Businesses for all periods presented.
Segments
As of September 30, 2026, we operated our business under three reportable segments, UFC, WWE and IMG. In addition, we also report results for the “Corporate and Other” group, which incurs revenue and expenses that are not allocated to the business segments. Refer to Note 15, Segment Information, within the unaudited consolidated financial statements included within this Quarterly Report on Form 10-Q.
UFC
The UFC segment reflects the business operations of UFC. Revenue from our UFC segment principally consists of media rights fees associated with the distribution of its programming content; ticket sales and financial incentive packages associated with the business’s global live events; partnerships and marketing; and consumer products licensing agreements of UFC-branded products.
WWE
The WWE segment reflects the business operations of WWE. Revenue from our WWE segment principally consists of media rights fees associated with the distribution of its programming content; ticket sales and financial incentive packages associated with the business’s global live events; partnerships and marketing; and consumer products licensing agreements of WWE-branded products.
IMG
The IMG segment reflects the operations of the following businesses:
•The IMG business is a leading global sports marketing company, specializing in media rights management and sales, multi-channel content production and distribution, brand partnerships, strategic consulting, digital services, and event management.
•On Location is a premium experiential hospitality business, offering ticketing, curated guest experiences, live event production and travel management services.
Revenue from our IMG segment principally consists of media rights sales, commissions, production services and studio fees; ticket and premium experience sales; and partnerships and marketing.
Corporate and Other
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.
Revenue from our Corporate and Other group principally consists of media rights fees associated with the distribution of PBR's programming content; ticket sales and financial incentive packages associated with live events; partnerships and marketing; and consumer products licensing agreements of PBR-branded products. Revenue also consists of management and promotional fees for services primarily related to boxing.
General and administrative expenses relate largely to corporate activities, including information technology, facilities, legal, human resources, finance and accounting, treasury, investor relations, corporate communications, community relations and compensation to TKO’s management and board of directors, which support all reportable segments. Corporate and Other expenses also include service fees paid by the Company to Endeavor Group Holdings, Inc. under the Services Agreement, inclusive of fees paid for revenue producing services related to the segments. On the closing date of the Endeavor Asset Acquisition, the Services Agreement between EGH and TKO OpCo was terminated and the Transition Services Agreement was entered into between the EGH Parties, TWI and the TKO Parties.
Components of Our Operating Results
Revenue
TKO primarily generates revenue via domestic and international media rights fees, production services and studio fees, ticket sales at live events, hospitality sales and financial incentive packages, partnerships and marketing, and consumer products licensing.
Direct Operating Costs
TKO’s direct operating costs primarily include costs associated with our athletes and talent, marketing, venue costs related to live events, expenses associated with the production of events and experiences, event ticket sales and fees for media rights. These costs include required payments related to media sales agency contracts when minimum sales guarantees are not met, materials and related costs associated with consumer product merchandise sales, commissions and direct costs with distributors, as well as certain service fees paid to Endeavor Group Holdings, Inc. under the Services Agreement and Transition Services Agreement.
Selling, General and Administrative
TKO’s selling, general and administrative expenses primarily include personnel costs as well as rent, travel, professional service costs, overhead required to support operations, and certain service fees paid to Endeavor Group Holdings, Inc. under the Services Agreement and Transition Services Agreement.
Provision for Income Taxes
TKO Group Holdings, Inc. was incorporated as a Delaware corporation in March 2023. As the sole managing member of TKO OpCo, TKO Group Holdings, Inc. ultimately controls the business affairs of TKO OpCo. TKO Group Holdings, Inc. is subject to corporate income taxes on its share of taxable income of TKO OpCo. TKO OpCo is treated as a partnership for U.S. federal income tax purposes and is therefore generally not subject to U.S. corporate income tax. TKO OpCo’s foreign subsidiaries are subject to entity-level taxes. TKO OpCo’s U.S. subsidiaries are subject to withholding taxes on sales in certain foreign jurisdictions which are included as a component of foreign current taxes. TKO OpCo is subject to entity-level income taxes in certain U.S. state and local jurisdictions. For the periods prior to the Endeavor Asset Acquisition, the Acquired Businesses primarily consisted of U.S. flow through entities that are not themselves subject to U.S. federal income taxes as well as some foreign subsidiaries and U.S. regarded corporations subject to entity level taxes. Income taxes related to the Acquired Businesses reflected in the consolidated tax provision are attributable to U.S. regarded entities and foreign entities subject to tax in their respective jurisdictions.
RESULTS OF OPERATIONS
(dollars in millions, except where noted)
The following is a discussion of our consolidated results of operations for the three and nine months ended September 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”).
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenue |
|
$ |
1,360.1 |
|
|
$ |
1,119.9 |
|
|
$ |
4,504.1 |
|
|
$ |
3,697.1 |
|
Operating expenses: |
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|
|
|
|
|
|
|
|
|
Direct operating costs |
|
|
489.0 |
|
|
|
439.7 |
|
|
|
1,779.5 |
|
|
|
1,483.7 |
|
Selling, general and administrative expenses |
|
|
400.6 |
|
|
|
379.2 |
|
|
|
1,243.5 |
|
|
|
1,106.8 |
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Depreciation and amortization |
|
|
93.0 |
|
|
|
129.1 |
|
|
|
335.3 |
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|
|
329.0 |
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Total operating expenses |
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|
982.6 |
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|
|
948.0 |
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|
|
3,358.3 |
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|
|
2,919.5 |
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Operating income |
|
|
377.5 |
|
|
|
171.9 |
|
|
|
1,145.8 |
|
|
|
777.6 |
|
Other expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(69.9 |
) |
|
|
(50.8 |
) |
|
|
(201.1 |
) |
|
|
(143.8 |
) |
Other income (expense), net |
|
|
9.6 |
|
|
|
(3.2 |
) |
|
|
16.2 |
|
|
|
(19.4 |
) |
Income before income taxes and equity earnings of affiliates |
|
|
317.2 |
|
|
|
117.9 |
|
|
|
960.9 |
|
|
|
614.4 |
|
Provision for income taxes |
|
|
36.6 |
|
|
|
12.7 |
|
|
|
123.8 |
|
|
|
80.4 |
|
Income before equity earnings of affiliates |
|
|
280.6 |
|
|
|
105.2 |
|
|
|
837.1 |
|
|
|
534.0 |
|
Equity (loss) earnings of affiliates, net of tax |
|
|
(2.7 |
) |
|
|
1.6 |
|
|
|
(5.5 |
) |
|
|
11.4 |
|
Net income |
|
|
277.9 |
|
|
|
106.8 |
|
|
|
831.6 |
|
|
|
545.4 |
|
Less: Net income attributable to non-controlling interests |
|
|
179.2 |
|
|
|
65.8 |
|
|
|
541.9 |
|
|
|
347.7 |
|
Net income attributable to TKO Group Holdings, Inc. |
|
$ |
98.7 |
|
|
$ |
41.0 |
|
|
$ |
289.7 |
|
|
$ |
197.7 |
|
Revenue
Revenue increased by $240.2 million, or 21%, to $1,360.1 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025.
•UFC revenue increased by $194.0 million, or 60%. This increase was primarily due to $132.3 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 Skydance that became effective in January 2026 as well as the impact of one additional Numbered Event and one additional Fight Night, compared to the prior year. This increase was also driven by $36.0 million of higher live event revenue primarily due to higher ticket sales driven by UFC 329, which generated the highest gross gate for a Numbered Event in UFC's history, as well as the impact of two additional events and higher financial incentive packages. Additionally, UFC generated $20.5 million of higher partnerships revenue, largely driven by revenue from new sponsors and increases in fees from renewals as well as the benefit of two additional events compared to the prior year. The increase in revenue was also attributable to higher consumer products licensing revenue of $5.2 million, primarily due to higher royalties on UFC-branded products, most notably from the release of the UFC 6 video game by EA Sports.
•WWE revenue decreased by $2.8 million, or 1%. This decrease was due to a $24.8 million decline in live events revenue primarily driven by a decrease in ticket sales driven by holding three fewer Main Roster Premium Live Events as well as lower ticket sales for SummerSlam compared to the prior year. This decline was partially offset by $11.1 million of higher partnerships revenue from new sponsors and increases from fees from renewals despite having less inventory to sell from having fewer Main Roster Premium Live Events. Additionally, WWE generated $6.9 million of higher media rights, production and content revenue from media rights fees resulting from increases in contractual revenues, most notably the new content distribution agreement with ESPN that began in September 2025, partially offset by the impact of three fewer Main Roster Premium Live Events, compared to the prior year. Revenue was also positively impacted by $4.0 million of increased consumer products licensing revenue related to the sale of WWE-branded products, including video games and trading cards.
•IMG segment revenue increased by $54.6 million, or 16%. This increase was driven by a $34.3 million increase in partnerships and marketing revenue which was primarily related to new commission deals at the IMG business for tennis and soccer. The increase was also driven by $11.3 million of higher live events and hospitality revenue, primarily related to FIFA World Cup 2026 hospitality sales at On Location, partially offset by the absence of the biennial Ryder Cup event at the IMG business. Additionally, the IMG segment generated $9.1 million of higher media rights, production
and content revenue primarily due to new production distribution deals for FIFA World Cup, tennis and soccer at the IMG business, compared to the prior year.
•Corporate and Other revenue decreased by $2.0 million, or 3%. This decrease was primarily driven by a $2.9 million decline in revenue related to the Company's boxing initiatives due to a one-time benefit recognized in 2025 due to the initial vesting of the Company's equity in the Zuffa Boxing entity, partially offset by $0.9 million of higher PBR revenue.
Revenue increased by $807.0 million, or 22%, to $4,504.1 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.
•UFC revenue increased by $355.3 million, or 32%. This increase was primarily due to $248.2 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 Skydance that became effective in January 2026 as well as the impact of one additional Fight Night compared to the prior year. Additionally, UFC generated $82.3 million of higher partnerships revenue 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 was also driven by $15.2 million of higher live event revenue, primarily due to higher ticket sales driven by UFC 329, which generated the highest gross gate for a Numbered Event in UFC history as well as increases in financial incentive packages, partially offset by the absence of ticket sales for UFC Freedom 250. Revenue also benefited from $9.6 million of higher consumer products licensing revenue, primarily due to higher royalties on UFC-branded products, most notably from the release of the UFC 6 video game by EA Sports.
•WWE revenue increased by $146.1 million, or 11%. This increase was primarily due to $117.8 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. The increase was also driven by $23.0 million of higher consumer products licensing revenue, reflecting higher sales of WWE-branded products, including mobile games and trading cards, as well as increased partnerships revenue of $16.6 million, driven by new sponsors and increase in fees from renewals, partially offset by having three fewer Main Roster Premium Live Events, compared to the prior year. These increases were partially offset by an $11.3 million decline in live event revenue, as lower ticket sales revenue related to WrestleMania and SummerSlam and the impact of having three fewer Main Roster Premium Live Events was partially offset by the impact of higher financial incentive packages associated with an additional Main Roster Premium Live Event in Saudi Arabia.
•IMG segment revenue increased by $281.8 million, or 25%. This increase was primarily attributable to $256.9 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. Additionally, the IMG segment generated $29.1 million of higher partnerships revenue, largely driven by new commission deals at the IMG business for tennis and soccer. These increases were partially offset by lower media rights, production and content revenue of $8.2 million, primarily driven by the IMG business, as the loss of a contract for professional cycling was partially offset by new distribution deals for FIFA World Cup, tennis and soccer as well as growth in Sport24, our live sports channel for airlines and cruise ships.
•Corporate and Other revenue increased by $21.4 million, or 13%. This increase was driven by $10.0 million of higher revenues related to the Company's boxing initiatives. Additionally, PBR revenue increased by $11.4 million, or 8%, primarily due to higher partnerships revenue from new sponsors and increases in fees from renewals, as well as the content distribution agreement with Skydance that became effective in November 2025.
Direct Operating Costs
Direct operating costs increased by $49.3 million, or 11%, to $489.0 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025.
•UFC direct operating costs increased by $68.1 million, or 65%. This increase was due to $63.4 million of higher athlete, production, and event-related costs, which were primarily associated with having two additional events compared to the prior year, as well as the impact of UFC 329 which had a higher cost profile compared to other Numbered Events and aligns with the increased revenue from the event.
•WWE direct operating costs decreased by $9.1 million, or 8%. This decrease was primarily driven by $9.3 million of lower production, talent, and event-related costs, largely due to having three fewer Main Roster Premium Live Events.
•IMG segment direct operating costs decreased by $1.8 million, or 1%. This decrease was primarily driven by the absence of expenses related to the biennial Ryder Cup event, compared to the prior year.
•Corporate and Other direct operating costs decreased by $4.7 million, or 15%. This decrease was primarily driven by lower event-related costs at PBR from holding three fewer events due to a strategic review to remove non-core events compared to the prior year.
Direct operating costs increased by $295.8 million, or 20%, to $1,779.5 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.
•UFC direct operating costs increased by $153.0 million, or 49%. This increase was due to $148.6 million of higher athlete, production, and event-related costs primarily associated with the UFC Freedom 250 event held at the White House, UFC 324 which was the inaugural event under the new content distribution agreement with Skydance, and UFC 329 which had a higher cost profile compared to other Numbered Events and aligns with the increased revenues from the event.
•WWE direct operating costs increased by $23.0 million, or 6%. This increase was primarily driven by $22.5 million of higher production, talent, and event-related costs associated with WWE's weekly television programming and premium live events, including WrestleMania 42 in Las Vegas and the impact of an additional event in Saudi Arabia, as well as higher logistics costs for additional international events, including Royal Rumble and Night of Champions in Saudi Arabia, partially offset by having three fewer Main Roster Premium Live Events compared to the prior year.
•IMG segment direct operating costs increased by $122.2 million, or 17%. 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 and the absence of expenses related to the biennial Ryder Cup event at the IMG business compared to the prior year.
•Corporate and Other direct operating costs decreased by $9.0 million, or 9%. 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 $4.1 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.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $21.4 million, or 6%, to $400.6 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025.
•UFC selling, general and administrative expenses increased by $8.4 million, or 13%. This increase was primarily driven by $10.3 million of higher personnel and travel costs from having two additional events compared to the prior year.
•WWE selling, general and administrative expenses increased by $10.0 million, or 13%. The increase is primarily attributable to $8.0 million of higher personnel and travel costs compared to the prior year. The prior year included lower equity-based compensation expenses resulting from the adjustment of certain performance-based awards.
•IMG segment selling, general, and administrative expenses increased by $0.5 million, or 1%. This increase was primarily driven by higher costs associated with the FIFA World Cup 2026 at On Location, mostly offset by lower expenses for the IMG business.
•Corporate and Other selling, general and administrative expenses increased by $2.8 million, or 2%. This increase was primarily driven by $15.3 million higher legal costs associated with certain litigation matters, which was partially offset by $12.5 million of lower personnel and other operating expenses.
Selling, general and administrative expenses increased by $136.7 million, or 12%, to $1,243.5 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.
•UFC selling, general and administrative expenses increased by $23.3 million, or 13%. This increase was primarily driven by $26.8 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.
•WWE selling, general and administrative expenses increased by $17.7 million, or 7%. The increase is primarily attributable to $13.4 million of higher travel costs driven by the increase in the number of international events compared to the prior year.
•IMG segment selling, general, and administrative expenses increased by $24.6 million, or 10%. This increase was driven by $11.7 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.
•Corporate and Other selling, general and administrative expenses increased by $75.3 million, or 18%. This increase was primarily driven by $93.5 million of higher legal costs associated with certain litigation matters including the
$32.4 million settlement reflecting the Company’s liability net of insurance recoveries, and $3.5 million of higher personnel and other operating costs, compared to the prior year. These increases were partially offset by $21.7 million of lower corporate allocated costs from EGH to the Acquired Businesses.
Depreciation and Amortization
Depreciation and amortization decreased by $36.1 million, or 28%, to $93.0 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily driven by a $28.6 million decline in amortization expense, as the third quarter of 2025 included the acceleration of WWE customer relationship assets following the modification of a related media revenue arrangement.
Depreciation and amortization increased $6.3 million, or 2%, to $335.3 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was primarily driven by a $12.2 million increase in amortization expense attributable to the accelerated amortization of WWE customer relationship assets following the modification of a related media revenue arrangement during the third quarter of 2025.
Interest Expense, Net
Interest expense, net increased by $19.1 million, or 38%, to $69.9 million for the three months ended September 30, 2026 compared to the three months ended September 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 into 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.
Interest expense, net increased by $57.3 million, or 40%, to $201.1 million for the nine months ended September 30, 2026 compared to the nine months ended September 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 into 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.
Other Income (Expense), Net
Other income (expense), net for the three and nine months ended September 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 September 30, 2025, other income (expense), net also includes a net loss of $7.1 million related to the sale of certain equity method investments. During the nine months ended September 30, 2025, other income (expense), net also includes a net loss of $9.6 million from the sale of certain equity method investments, partially offset by a gain of $1.3 million on the sale of PBR’s former headquarters.
Provision for Income Taxes
For the three months ended September 30, 2026, the Company's provision for income taxes was $36.6 million compared to a provision of $12.7 million for the three months ended September 30, 2025. This change was primarily related to increased pretax income for the three months ended September 30, 2026.
For the nine months ended September 30, 2026, the Company's provision for income taxes was $123.8 million compared to a provision of $80.4 million for the nine months ended September 30, 2025. This change was primarily related to increased pretax income for the nine months ended September 30, 2026.
Segment Results of Operations
As described above, the following discussion and analysis of our financial condition and results of operations presents three reportable segments as of September 30, 2026: UFC, WWE and IMG, which were determined to be our reportable segments following the close of the Endeavor Asset Acquisition. Our chief operating decision maker evaluates the performance of our segments based on segment Revenue and segment Adjusted EBITDA. Management believes segment Adjusted EBITDA is indicative of operational performance and ongoing profitability, and Adjusted EBITDA is used to evaluate the operating performance of our segments and for planning and forecasting purposes, including the allocation of resources and capital. Segment operating results reflect earnings before corporate expenses. These segment results of operations should be read in conjunction with our discussion of the Company’s consolidated results of operations included above.
The following tables set forth Revenue and Adjusted EBITDA for each of our segments for the three and nine months ended September 30, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
UFC |
|
$ |
519.2 |
|
|
$ |
325.2 |
|
|
$ |
1,456.1 |
|
|
$ |
1,100.8 |
|
WWE |
|
|
399.3 |
|
|
|
402.1 |
|
|
|
1,495.9 |
|
|
|
1,349.8 |
|
IMG |
|
|
391.3 |
|
|
|
336.7 |
|
|
|
1,401.4 |
|
|
|
1,119.6 |
|
Total revenue from reportable segments |
|
|
1,309.8 |
|
|
|
1,064.0 |
|
|
|
4,353.4 |
|
|
|
3,570.2 |
|
Corporate and Other |
|
|
61.3 |
|
|
|
63.3 |
|
|
|
183.7 |
|
|
|
162.3 |
|
Eliminations |
|
|
(11.0 |
) |
|
|
(7.4 |
) |
|
|
(33.0 |
) |
|
|
(35.4 |
) |
Total Revenue |
|
$ |
1,360.1 |
|
|
$ |
1,119.9 |
|
|
$ |
4,504.1 |
|
|
$ |
3,697.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
UFC |
|
$ |
285.3 |
|
|
$ |
165.6 |
|
|
$ |
820.2 |
|
|
$ |
637.8 |
|
WWE |
|
|
217.2 |
|
|
|
207.8 |
|
|
|
841.6 |
|
|
|
731.5 |
|
IMG |
|
|
115.9 |
|
|
|
61.4 |
|
|
|
291.8 |
|
|
|
163.9 |
|
Total Adjusted EBITDA from reportable segments |
|
|
618.4 |
|
|
|
434.8 |
|
|
|
1,953.6 |
|
|
|
1,533.2 |
|
Corporate and Other |
|
|
(62.7 |
) |
|
|
(74.6 |
) |
|
|
(198.2 |
) |
|
|
(229.1 |
) |
Total Adjusted EBITDA |
|
$ |
555.7 |
|
|
$ |
360.2 |
|
|
$ |
1,755.4 |
|
|
$ |
1,304.1 |
|
UFC
The following table sets forth our UFC segment results for the three and nine months ended September 30, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
Media rights, production and content |
|
$ |
332.8 |
|
|
$ |
200.5 |
|
|
$ |
933.3 |
|
|
$ |
685.1 |
|
Live events and hospitality |
|
|
79.6 |
|
|
|
43.6 |
|
|
|
175.9 |
|
|
|
160.7 |
|
Partnerships and marketing |
|
|
91.3 |
|
|
|
70.8 |
|
|
|
303.2 |
|
|
|
220.9 |
|
Consumer products licensing and other |
|
|
15.5 |
|
|
|
10.3 |
|
|
|
43.7 |
|
|
|
34.1 |
|
Total Revenue |
|
$ |
519.2 |
|
|
$ |
325.2 |
|
|
$ |
1,456.1 |
|
|
$ |
1,100.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating costs |
|
$ |
172.2 |
|
|
$ |
104.0 |
|
|
$ |
463.0 |
|
|
$ |
310.0 |
|
Selling, general and administrative expenses |
|
$ |
61.7 |
|
|
$ |
55.6 |
|
|
$ |
172.9 |
|
|
$ |
153.0 |
|
Adjusted EBITDA |
|
$ |
285.3 |
|
|
$ |
165.6 |
|
|
$ |
820.2 |
|
|
$ |
637.8 |
|
Adjusted EBITDA margin |
|
|
55 |
% |
|
|
51 |
% |
|
|
56 |
% |
|
|
58 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
UFC Operating Metrics: |
|
|
|
|
|
|
|
|
|
|
|
|
Number of events |
|
|
|
|
|
|
|
|
|
|
|
|
Numbered events |
|
|
3 |
|
|
|
2 |
|
|
|
9 |
|
|
|
9 |
|
Fight Nights |
|
|
9 |
|
|
|
8 |
|
|
|
24 |
|
|
|
23 |
|
Total events |
|
|
12 |
|
|
|
10 |
|
|
|
33 |
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location of events |
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
8 |
|
|
|
6 |
|
|
|
22 |
|
|
|
22 |
|
International |
|
|
4 |
|
|
|
4 |
|
|
|
11 |
|
|
|
10 |
|
Total events |
|
|
12 |
|
|
|
10 |
|
|
|
33 |
|
|
|
32 |
|
WWE
The following table sets forth our WWE segment results for the three and nine months ended September 30, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
Media rights, production and content |
|
$ |
255.8 |
|
|
$ |
248.9 |
|
|
$ |
897.2 |
|
|
$ |
779.4 |
|
Live events and hospitality |
|
|
57.7 |
|
|
|
82.5 |
|
|
|
333.2 |
|
|
|
344.5 |
|
Partnerships and marketing |
|
|
51.0 |
|
|
|
39.9 |
|
|
|
140.4 |
|
|
|
123.8 |
|
Consumer products licensing and other |
|
|
34.8 |
|
|
|
30.8 |
|
|
|
125.1 |
|
|
|
102.1 |
|
Total Revenue |
|
$ |
399.3 |
|
|
$ |
402.1 |
|
|
$ |
1,495.9 |
|
|
$ |
1,349.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating costs |
|
$ |
104.3 |
|
|
$ |
113.4 |
|
|
$ |
401.9 |
|
|
$ |
378.1 |
|
Selling, general and administrative expenses |
|
$ |
77.8 |
|
|
$ |
80.9 |
|
|
$ |
252.4 |
|
|
$ |
240.2 |
|
Adjusted EBITDA |
|
$ |
217.2 |
|
|
$ |
207.8 |
|
|
$ |
841.6 |
|
|
$ |
731.5 |
|
Adjusted EBITDA margin |
|
|
54 |
% |
|
|
52 |
% |
|
|
56 |
% |
|
|
54 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
WWE Operating Metrics: |
|
|
|
|
|
|
|
|
|
|
|
|
Number of events |
|
|
|
|
|
|
|
|
|
|
|
|
Premium Live Events |
|
|
|
|
|
|
|
|
|
|
|
|
Main Roster (1) |
|
|
2 |
|
|
|
5 |
|
|
|
9 |
|
|
|
12 |
|
NXT |
|
|
1 |
|
|
|
3 |
|
|
|
4 |
|
|
|
6 |
|
Total Premium Live Events |
|
|
3 |
|
|
|
8 |
|
|
|
13 |
|
|
|
18 |
|
Televised Events |
|
|
|
|
|
|
|
|
|
|
|
|
Main Roster (2) |
|
|
25 |
|
|
|
26 |
|
|
|
79 |
|
|
|
81 |
|
NXT / AAA |
|
|
18 |
|
|
|
18 |
|
|
|
53 |
|
|
|
44 |
|
Total Televised Events |
|
|
43 |
|
|
|
44 |
|
|
|
132 |
|
|
|
125 |
|
Non-Televised Events |
|
|
38 |
|
|
|
23 |
|
|
|
99 |
|
|
|
53 |
|
Total events |
|
|
84 |
|
|
|
75 |
|
|
|
244 |
|
|
|
196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location of events |
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
|
|
|
|
|
|
|
|
|
|
Main Roster |
|
|
34 |
|
|
|
27 |
|
|
|
82 |
|
|
|
80 |
|
NXT / AAA |
|
|
33 |
|
|
|
31 |
|
|
|
102 |
|
|
|
83 |
|
Total United States Events |
|
|
67 |
|
|
|
58 |
|
|
|
184 |
|
|
|
163 |
|
International |
|
|
|
|
|
|
|
|
|
|
|
|
Main Roster |
|
|
13 |
|
|
|
14 |
|
|
|
47 |
|
|
|
30 |
|
AAA |
|
|
4 |
|
|
|
3 |
|
|
|
13 |
|
|
|
3 |
|
Total International Events |
|
|
17 |
|
|
|
17 |
|
|
|
60 |
|
|
|
33 |
|
Total events |
|
|
84 |
|
|
|
75 |
|
|
|
244 |
|
|
|
196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Main Roster Premium Live Events include WWE's marquee events, including WrestleMania and SummerSlam, among others. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) Main Roster televised events include WWE's weekly programs, Raw and SmackDown, as well as special events, including Saturday Night's Main Event. |
|
IMG
The following table sets forth our IMG segment results for the three and nine months ended September 30, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
Media rights, production and content |
|
$ |
194.2 |
|
|
$ |
185.1 |
|
|
$ |
501.6 |
|
|
$ |
509.8 |
|
Live events and hospitality |
|
|
149.6 |
|
|
|
138.3 |
|
|
|
815.8 |
|
|
|
558.9 |
|
Partnerships and marketing |
|
|
44.6 |
|
|
|
10.3 |
|
|
|
69.6 |
|
|
|
40.5 |
|
Consumer products licensing and other |
|
|
2.9 |
|
|
|
3.0 |
|
|
|
14.4 |
|
|
|
10.4 |
|
Total Revenue |
|
$ |
391.3 |
|
|
$ |
336.7 |
|
|
$ |
1,401.4 |
|
|
$ |
1,119.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating costs |
|
$ |
196.2 |
|
|
$ |
198.0 |
|
|
$ |
848.0 |
|
|
$ |
725.8 |
|
Selling, general and administrative expenses |
|
$ |
79.2 |
|
|
$ |
77.3 |
|
|
$ |
261.6 |
|
|
$ |
229.9 |
|
Adjusted EBITDA |
|
$ |
115.9 |
|
|
$ |
61.4 |
|
|
$ |
291.8 |
|
|
$ |
163.9 |
|
Adjusted EBITDA margin |
|
|
30 |
% |
|
|
18 |
% |
|
|
21 |
% |
|
|
15 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
IMG Business Operating Metrics: |
|
|
|
|
|
|
|
|
|
|
|
|
Number of clients with events (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Rights |
|
|
82 |
|
|
|
73 |
|
|
|
121 |
|
|
|
117 |
|
Studios |
|
|
75 |
|
|
|
95 |
|
|
|
94 |
|
|
|
130 |
|
Event management |
|
|
21 |
|
|
|
25 |
|
|
|
33 |
|
|
|
35 |
|
Total |
|
|
178 |
|
|
|
193 |
|
|
|
248 |
|
|
|
282 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Represents unique clients generating revenue in the period; quarterly counts may include repeats. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
On Location Operating Metrics (1) |
|
September 30, 2026 |
|
|
September 30, 2025 |
|
|
September 30, 2026 |
|
|
September 30, 2025 |
|
|
|
Number of Events |
|
|
Packages Sold |
|
|
Number of Events |
|
|
Packages Sold |
|
|
Number of Events |
|
|
Packages Sold |
|
|
Number of Events |
|
|
Packages Sold |
|
NFL |
|
|
71 |
|
|
|
20,831 |
|
|
|
90 |
|
|
|
35,987 |
|
|
|
96 |
|
|
|
55,917 |
|
|
|
117 |
|
|
|
69,523 |
|
Collegiate Sports |
|
|
11 |
|
|
|
503 |
|
|
|
18 |
|
|
|
1,681 |
|
|
|
66 |
|
|
|
119,724 |
|
|
|
81 |
|
|
|
120,642 |
|
Combat Sports |
|
|
8 |
|
|
|
2,182 |
|
|
|
18 |
|
|
|
6,622 |
|
|
|
33 |
|
|
|
7,512 |
|
|
|
53 |
|
|
|
20,760 |
|
Other Sports |
|
|
18 |
|
|
|
3,616 |
|
|
|
11 |
|
|
|
30,439 |
|
|
|
40 |
|
|
|
26,293 |
|
|
|
27 |
|
|
|
47,540 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) On Location metrics do not include non-recurring events (e.g., Olympics, FIFA, etc.). |
|
Corporate and Other
Corporate and Other revenue primarily relates to media rights fees associated with the distribution of PBR's programming content; ticket sales and financial incentive packages associated with live events; partnerships and marketing; and consumer products licensing agreements of PBR-branded products. Revenue also consists of management and promotional fees for services primarily related to boxing. Corporate and Other expenses relate to direct operating costs and general and administrative expenses attributable to PBR as well as general and administrative expenses largely related to corporate activities, including information technology, facilities, legal, human resources, finance and accounting, treasury, investor relations, corporate communications, community relations and compensation to TKO’s management and board of directors, which support each of the reportable segments. Corporate and Other expenses also include service fees paid by the Company to Endeavor related to corporate activities as well as revenue generating activities under the Services Agreement, prior to its termination on February 28, 2025. As discussed above, on the closing date of the Endeavor Asset Acquisition, the Services Agreement between TKO OpCo and Endeavor was terminated and a Transition Services Agreement was entered into between the EGH Parties, TWI and the TKO Parties.
The following table sets forth results for Corporate and Other for the three and nine months ended September 30, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Revenue |
|
$ |
61.3 |
|
|
$ |
63.3 |
|
|
$ |
183.7 |
|
|
$ |
162.3 |
|
Adjusted EBITDA |
|
$ |
(62.7 |
) |
|
$ |
(74.6 |
) |
|
$ |
(198.2 |
) |
|
$ |
(229.1 |
) |
The following table sets forth our operating metrics for PBR for the three and nine months ended September 30, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
PBR Operating Metrics: |
|
|
|
|
|
|
|
|
|
|
|
|
Number of events: |
|
|
|
|
|
|
|
|
|
|
|
|
Unleash The Beast ("UTB") |
|
|
— |
|
|
|
— |
|
|
|
17 |
|
|
|
18 |
|
Teams |
|
|
8 |
|
|
|
10 |
|
|
|
8 |
|
|
|
10 |
|
Velocity/Challenger |
|
|
3 |
|
|
|
4 |
|
|
|
27 |
|
|
|
37 |
|
Other |
|
|
9 |
|
|
|
9 |
|
|
|
16 |
|
|
|
27 |
|
Total events |
|
|
20 |
|
|
|
23 |
|
|
|
68 |
|
|
|
92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location of events: |
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
12 |
|
|
|
17 |
|
|
|
55 |
|
|
|
80 |
|
International |
|
|
8 |
|
|
|
6 |
|
|
|
13 |
|
|
|
12 |
|
Total events |
|
|
20 |
|
|
|
23 |
|
|
|
68 |
|
|
|
92 |
|
Adjusted EBITDA for the three months ended September 30, 2026 increased by $11.9 million, or 16%, compared to the three months ended September 30, 2025. This increase was primarily driven by $4.9 million of lower expenses at PBR primarily due to lower event-related costs from holding fewer events and $7.0 million of lower personnel and other operating expenses compared to the prior year.
Adjusted EBITDA for the nine months ended September 30, 2026 increased by $30.9 million, or 13%, compared to the nine months ended September 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 $9.4 million of higher revenue related to the Company's boxing initiatives. Additionally, PBR revenue increased by $11.3 million due to higher media rights fees and partnerships revenue, while expenses at PBR declined by $8.6 million primarily due to lower event-related costs from holding fewer events. These increases were partially offset by $20.1 million of higher other operating expenses compared to the prior year.
NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA is a non-GAAP financial measure and is defined as net income, excluding income taxes, net interest expense, depreciation and amortization, equity-based compensation, merger, acquisition and earnout costs, certain legal costs, restructuring, severance and impairment charges, foreign exchange (gains) losses, and certain other items when applicable. Adjusted EBITDA margin is a non-GAAP financial measure defined as Adjusted EBITDA divided by Revenue.
TKO management believes that Adjusted EBITDA and Adjusted EBITDA margin are useful to investors as these measures eliminate the significant level of non-cash depreciation and amortization expense that results from its capital investments and intangible assets, and improve comparability by eliminating the significant level of interest expense associated with TKO’s debt facilities, as well as income taxes which may not be comparable with other companies based on TKO’s tax and corporate structure.
Adjusted EBITDA and Adjusted EBITDA margin are used as the primary bases to evaluate TKO’s consolidated operating performance.
Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of TKO’s results as reported under GAAP. Some of these limitations are:
•they do not reflect every cash expenditure, future requirements for capital expenditures, or contractual commitments;
•Adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on TKO’s debt;
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and Adjusted EBITDA and Adjusted EBITDA margin do not reflect any cash requirement for such replacements or improvements; and
•they are not adjusted for all non-cash income or expense items that are reflected in TKO’s statements of cash flows.
TKO management compensates for these limitations by using Adjusted EBITDA and Adjusted EBITDA margin along with other comparative tools, together with GAAP measurements, to assist in the evaluation of TKO’s operating performance.
Adjusted EBITDA and Adjusted EBITDA margin should not be considered substitutes for the reported results prepared in accordance with GAAP and should not be considered in isolation or as alternatives to net income as indicators of TKO’s financial performance, as measures of discretionary cash available to it to invest in the growth of its business or as measures of cash that will be available to TKO to meet its obligations. Although TKO uses Adjusted EBITDA and Adjusted EBITDA margin as financial measures to assess the performance of its business, such use is limited because it does not include certain material costs necessary to operate TKO’s business. TKO’s presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed as indications that its future results will be unaffected by unusual or nonrecurring items. These non-GAAP financial measures, as determined and presented by TKO, may not be comparable to related or similarly titled measures reported by other companies. Set forth below are reconciliations of TKO’s most directly comparable financial measures calculated in accordance with GAAP to these non-GAAP financial measures on a consolidated basis.
Adjusted EBITDA and Adjusted EBITDA Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Reconciliation of Net Income to Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
277.9 |
|
|
$ |
106.8 |
|
|
$ |
831.6 |
|
|
$ |
545.4 |
|
Provision for income taxes |
|
|
36.6 |
|
|
|
12.7 |
|
|
|
123.8 |
|
|
|
80.4 |
|
Interest expense, net |
|
|
69.9 |
|
|
|
50.8 |
|
|
|
201.1 |
|
|
|
143.8 |
|
Depreciation and amortization |
|
|
93.0 |
|
|
|
129.1 |
|
|
|
335.3 |
|
|
|
329.0 |
|
Equity-based compensation expense (1) |
|
|
39.6 |
|
|
|
19.9 |
|
|
|
119.6 |
|
|
|
83.2 |
|
Merger, acquisition and earnout costs (2) |
|
|
5.2 |
|
|
|
4.6 |
|
|
|
14.6 |
|
|
|
48.6 |
|
Certain legal costs (3) |
|
|
34.6 |
|
|
|
19.2 |
|
|
|
128.9 |
|
|
|
35.4 |
|
Restructuring, severance and impairment (4) |
|
|
6.4 |
|
|
|
5.0 |
|
|
|
7.5 |
|
|
|
10.8 |
|
Debt transaction costs (5) |
|
|
— |
|
|
|
8.7 |
|
|
|
2.5 |
|
|
|
8.7 |
|
Foreign exchange (gains) and losses (6) |
|
|
(3.9 |
) |
|
|
(2.2 |
) |
|
|
(6.5 |
) |
|
|
12.8 |
|
Other adjustments (7) |
|
|
(3.6 |
) |
|
|
5.6 |
|
|
|
(3.0 |
) |
|
|
6.0 |
|
Total Adjusted EBITDA |
|
$ |
555.7 |
|
|
$ |
360.2 |
|
|
$ |
1,755.4 |
|
|
$ |
1,304.1 |
|
Net income margin |
|
|
20 |
% |
|
|
10 |
% |
|
|
18 |
% |
|
|
15 |
% |
Adjusted EBITDA margin |
|
|
41 |
% |
|
|
32 |
% |
|
|
39 |
% |
|
|
35 |
% |
(1)Equity-based compensation represents non-cash compensation expense for various awards issued under the TKO 2023 Incentive Award Plan, awards assumed in connection with the acquisition of WWE in September 2023, and awards issued under Endeavor Group Holdings, Inc.’s 2021 Plan.
(2)Includes (i) certain costs of professional advisors related to strategic transactions, primarily the Endeavor Asset Acquisition and (ii) certain costs related to integration initiatives resulting from the Endeavor Asset Acquisition.
(3)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 nine months ended September 30, 2026, these costs include an estimated loss of $2.4 million and $32.4 million, respectively, reflecting the Company’s liability net of insurance recoveries, as well as $4.0 million and $46.0 million, respectively, of professional fees, associated with stockholder litigation related to WWE.
(4)Includes certain impairment charges as well as costs resulting from the Company’s cost reduction programs. For the three and nine months ended September 30, 2026, these costs included asset impairment charges totaling $4.9 million, related to the WWE and IMG segments. For the three and nine months ended September 30, 2025, these costs included asset impairment charges of $3.6 million within the IMG segment. Refer to Note 5, Supplementary Data, for further information.
(5)Includes third-party transaction costs associated with the Company's debt refinancing transactions as described in Note 8, Debt.
(6)Includes gains and losses on foreign exchange transactions.
(7)Includes other miscellaneous nonoperating gains and losses. During the three and nine months ended September 30, 2026, other adjustments include a $2.1 million and $6.5 million, respectively, of impairment charges related to equity method investments. During the three months ended September 30, 2025, other adjustments include a net loss of $7.1 million related to the sale of certain equity method investments. During the nine months ended September 30, 2025, other adjustments include a net loss of $9.6 million from the sale of certain equity method investments, partially offset by a gain of $1.3 million on the sale of PBR's former headquarters building.
Liquidity and Capital Resources
Sources and Uses of Cash
Cash flows from operations are used to fund TKO’s day-to-day operations, revenue-generating activities, and routine capital expenditures, as well as service its long-term debt, and are expected to be used to fund our capital return programs.
First Lien Term Loan (due November 2031)
As of September 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.
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 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.
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 5.51% as of September 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.
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.
As of September 30, 2026 and December 31, 2025, there were no borrowings outstanding under the Revolving Credit Facility.
The Company capitalized $14.8 million in transaction costs related to the First Lien Credit Agreement amendment during the nine months ended September 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 nine months ended September 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.
Other Secured Loans
As of September 30, 2026 and December 31, 2025, the Company had $60.3 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.
Covenants and Restrictions on Dividends
The First Lien Credit Agreement contains a financial covenant that requires the Company to maintain, commencing with the fiscal quarter ended June 30, 2025, a First Lien Leverage Ratio of Consolidated First Lien Debt to Consolidated EBITDA not to exceed 8.25-to-1; however, the Company is only required to comply with this covenant if outstanding borrowings under the Revolving Credit Facility, excluding letters of credit, exceed specified thresholds. In addition, one of the Company’s other secured loans contains a financial covenant that requires the Company to maintain a Debt Service Coverage Ratio of no less than 1.15-to-1, as defined in the applicable loan agreement. The Credit Facilities also restrict the ability of certain subsidiaries of the Company to make distributions and other payments to the Company, subject to various exceptions, including amounts necessary to make tax payments, a limited annual amount for employee equity repurchases, distributions required to fund certain parent entities and a general restricted payment basket that generally provides for no restrictions as long as the Total Leverage Ratio (as defined in the
First Lien Credit Agreement) is less than 5.0x. As of September 30, 2026, the Company was not subject to the financial covenant under the First Lien Credit Agreement and was in compliance with the financial covenant under its other secured loan.
For additional information regarding the Company's debt arrangements, see Note 8, Debt, to the accompanying interim consolidated financial statements.
Capital Return Program
On May 6, 2026, the Company announced that its board of directors has authorized up to an additional $1.0 billion of repurchases of its Class A common stock. This authorization is incremental to the Company's previously announced $2.0 billion share repurchase program.
During the three and nine months ended September 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. On March 10, 2026, we entered into a Rule 10b5-1 trading plan (the “March 10b5-1 Plan”), which was subsequently amended on May 11, 2026 to change the commencement date to May 14, 2026 (the “May 10b5-1 Plan”). The terms of the May 10b5-1 Plan are otherwise identical to those of the March 10b5-1 Plan. The May 10b5-1 Plan was completed on July 22, 2026. During the period from May 14, 2026 through July 22, 2026, the Company repurchased 1,022,434 shares of TKO Class A common stock for an aggregate purchase price of $200.0 million based on an aggregate volume-weighted average price of $195.61 per share. All shares repurchased have been retired.
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.
On August 6, 2026, the Company entered into a Rule 10b5-1 trading plan (the “August 10b5-1 Plan”), with repurchases beginning on August 11, 2026. As of September 30, 2026, the Company had repurchased 451,377 shares of TKO Class A common stock for an aggregate purchase price of $85.5 million based on an aggregate volume-weighted average price of $189.32 per share under the August 10b5-1 Plan. All repurchases have been retired. The August 10b5-1 Plan was completed on October 30, 2026, with the repurchase of 417,795 shares of TKO Class A common stock for an aggregate purchase price of $73.4 million occurring during October 2026.
The Company intends to commence additional repurchases of its outstanding Class A common stock under its existing share repurchase program. As of November 4, 2026, the Company has approximately $936.0 million available under its existing authorization. The Company expects to repurchase the balance of the existing authorization, which it intends to fund primarily from additional debt and cash on hand. The Company will determine at its discretion the timing and the amount of any repurchases based on its evaluation of market conditions, share price, and other factors.
For the three months ended September 30, 2026 and 2025, the Company's board of directors declared quarterly cash dividends of $0.79 per share and $0.76 per share, respectively. For the nine months ended September 30, 2026 and 2025, aggregate cash dividends declared were $2.36 per share and $1.52 per share, respectively. These dividend payments represented TKO’s portion of the pro rata distributions from TKO OpCo to its equity holders, which totaled $149.4 million and $150.7 million for the three months ended September 30, 2026 and 2025, respectively, and $449.1 million and $301.1 million for the nine months ended September 30, 2026 and 2025, respectively.
Cash Flows Overview
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Nine Months Ended |
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September 30, |
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2026 |
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2025 |
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Net cash provided by operating activities |
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$ |
1,540.6 |
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$ |
975.8 |
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Net cash used in investing activities |
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$ |
(66.2 |
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(73.7 |
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Net cash used in financing activities |
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$ |
(1,066.0 |
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$ |
(409.9 |
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Operating activities increased from $975.8 million of cash provided in the nine months ended September 30, 2025 to $1,540.6 million of cash provided in the nine months ended September 30, 2026. Cash provided in the nine months ended September 30, 2026 was primarily due to net income for the period of $831.6 million, which included certain non-cash items, including depreciation and amortization of $335.3 million and equity-based compensation of $119.6 million, as well as an increase in restricted cash of $604.0 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 nine months ended September 30, 2025 was primarily due to net income for the period of $545.4 million, which included certain non-cash items, including depreciation and amortization of $329.0 million and equity-based compensation of $83.2 million, as well as an increase in restricted cash of $253.6 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 as well as other unfavorable changes in working capital primarily driven by the timing of collections.
Investing activities decreased from $73.7 million of cash used in the nine months ended September 30, 2025 to $66.2 million of cash used in the nine months ended September 30, 2026. Cash used in the nine months ended September 30, 2026 primarily reflects payments for property, buildings and equipment of $66.6 million and investments in affiliates of $4.0 million. Cash used in the nine months ended September 30, 2025 primarily reflects payments for property, buildings and equipment of $66.5 million, investments in affiliates of $16.2 million and acquisitions of $8.7 million, partially offset by infrastructure improvement incentives received of $10.4 million and proceeds from the sale of assets of $5.8 million.
Financing activities increased from $409.9 million of cash used in the nine months ended September 30, 2025 to $1,066.0 million of cash used in the nine months ended September 30, 2026. Cash used in the nine months ended September 30, 2026 primarily reflects payments for share repurchases of $1,123.8 million, distributions to EGH and its subsidiaries of $580.9 million, dividends paid to holders of TKO Class A common stock of $175.0 million, and net payments of $81.9 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 nine months ended September 30, 2025 primarily reflects payments for share repurchases of $826.1 million, distributions to EGH and its subsidiaries of $313.8 million, dividends paid to holders of TKO Class A common stock of $124.5 million, net transfers to EGH of $122.5 million and net payments on debt of $53.3 million. These payments were partially offset by net proceeds of $1.0 billion received from the upsizing of the Company's existing first lien term loan in September 2025 and contributions of $26.5 million from EGH in connection with the Endeavor Asset Acquisition.
Future Sources and Uses of Liquidity
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.
TKO expects that its primary liquidity needs will be cash to (1) provide capital to facilitate organic growth of its business, (2) pay operating expenses, including cash compensation to its employees, athletes and talent, (3) fund capital expenditures and strategic investments, (4) pay interest and principal when due on the Credit Facilities, (5) pay income taxes, (6) reduce its outstanding indebtedness under the Credit Facilities, (7) fund share repurchases as authorized by the Board and (8) make distributions to members and, in accordance with the Company’s cash management policy, to TKO stockholders, including the planned quarterly dividend when declared by the Board.
Recent Accounting Pronouncements
See Note 3, Recent Accounting Pronouncements, to our unaudited consolidated financial statements included in this Quarterly Report for further information on certain accounting standards that have been recently adopted or that have not yet been required to be implemented and may be applicable to our future operations.
Critical Accounting Estimates
For a description of our policies regarding our critical accounting estimates, see “Critical Accounting Estimates” in our 2025 Annual Report. During the nine months ended September 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.
(3)On March 10, 2026, we entered into a Rule 10b5-1 trading plan, subsequently amended on May 11, 2026, to change the commencement date to May 14, 2026 with repurchases under this plan being completed on July 22, 2026. On August 6, 2026, we entered into a Rule 10b5-1 trading plan, with repurchases commencing on August 11, 2026 and continuing through the close of business on October 30, 2026. We will determine at our discretion the timing and the amount of any repurchases based on our 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.
Item 5. Other Information
(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 or terminated 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