TKO Group subsidiary prices $1B notes due 2031
The notes carry a 6.500% rate and mature in 2031; closing is expected on or about November 13, 2026, subject to customary closing conditions.
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Rhea-AI Filing Summary
TKO Group Holdings, Inc. (TKO) announced pricing of an offering by its indirect subsidiary, TKO Worldwide Holdings, LLC, for $1.0 billion aggregate principal amount of 6.500% Senior Secured Notes due 2031. Closing is expected on or about November 13, 2026, subject to customary closing conditions.
TKO Worldwide expects to use net proceeds for general corporate purposes, which may include distributions to parent entities to fund share repurchases under TKO’s previously announced program, and to pay related fees and expenses. TKO Guarantor, LLC and TKO Worldwide’s existing and future wholly owned domestic restricted subsidiaries that guarantee obligations under its existing senior secured credit facilities will guarantee the notes. The notes will be secured by a first priority lien on the collateral securing those facilities. They rank equally with existing and future senior indebtedness and senior to unsecured debt or debt secured by junior priority liens, to the extent of collateral value. The notes were offered only to persons reasonably believed to be qualified institutional buyers and are unregistered under the Securities Act; U.S. offers or sales require registration or an applicable exemption.
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8-K Event Classification
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first priority lien financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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Registrant’s Telephone Number, Including Area Code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On November 5, 2026, TKO Group Holdings, Inc. (the “Company” or “TKO”) announced the commencement of an offering (the “Offering”) of $1.0 billion in aggregate principal amount of Senior Secured Notes due 2031 (the “notes”) by TKO Worldwide Holdings, LLC (“TKO Worldwide”) (f/k/a UFC Holdings, LLC), an indirect subsidiary of TKO. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
On November 5, 2026, TKO announced the pricing of the Offering described above. A copy of the press release is attached hereto as Exhibit 99.2 and is hereby incorporated by reference.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the notes or any other security and shall not constitute an offer, solicitation or sale of the notes or any other security in any jurisdiction in which such offering, solicitation or sale would be unlawful. The notes being offered in the Offering will not be and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release, dated November 5, 2026. | |
| 99.2 | Press Release, dated November 5, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
Forward-Looking Statements
This Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. TKO intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. All statements in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the notes and the use of proceeds therefrom. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “contemplates,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. Any such forward-looking statement represents management’s expectations as of the date of this filing. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including but not limited to the important factors discussed in Part I, Item 1A “Risk Factors” in TKO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as any such factors may be updated from time to time in TKO’s other filings with the Securities and Exchange Commission, which are accessible on the SEC’s website at www.sec.gov and TKO’s Investor Relations site at investor.tkogrp.com. Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, TKO undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TKO GROUP HOLDINGS, INC. | ||||||
| Date: November 5, 2026 | By: | /s/ Andrew Schleimer | ||||
| Name: Title: |
Andrew Schleimer Chief Financial Officer | |||||
Exhibit 99.1
TKO Announces Launch of Senior Secured Notes Offering
New York, NY (November 5, 2026)—TKO Group Holdings, Inc. (NYSE: TKO) (“TKO” or the “Company”), a premium sports and entertainment company, today announced the launch of an offering (the “Offering”) of $1.0 billion in aggregate principal amount of Senior Secured Notes due 2031 (the “notes”) by its indirect subsidiary, TKO Worldwide Holdings, LLC (“TKO Worldwide”). Completion of the Offering is subject to, among other things, pricing and customary closing conditions.
TKO Worldwide expects to use the net proceeds from the Offering for general corporate purposes, which may include making distributions to its parent entities to fund share repurchases under TKO’s previously announced share repurchase program, and to pay related fees and expenses.
The notes will be guaranteed by TKO Guarantor, LLC, and by TKO Worldwide’s existing and future direct or indirect wholly-owned domestic restricted subsidiaries that guarantee obligations under TKO Worldwide’s existing senior secured credit facilities and will be secured by a first priority lien on the collateral securing the existing senior secured credit facilities. The notes and the related note guarantees will rank equal in right of payment with all of TKO Worldwide’s and the guarantors’ existing and future senior indebtedness and will rank senior to all of TKO Worldwide’s and the guarantors’ existing and future unsecured indebtedness or indebtedness secured by junior priority liens, in each case to the extent of the value of the collateral.
The notes will be offered (i) only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) outside the United States pursuant to Regulation S under the Securities Act. The notes and the related guarantees have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws.
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
# # #
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. TKO intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, the statements regarding the notes and the use of proceeds therefrom.
The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to those factors discussed in Part I, Item 1A “Risk Factors” in TKO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as any such factors may be updated from time to time in the Company’s other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, TKO undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About TKO
TKO Group Holdings, Inc. (NYSE: TKO) is a premium sports and entertainment company. TKO’s businesses include UFC, the world’s premier mixed martial arts organization; WWE, the global leader in sports entertainment; PBR, the world’s premier bull riding organization; and its joint venture Zuffa Boxing, a professional boxing promotion. Together, these properties reach more than 1 billion households across 210 countries and territories and organize more than 500 live events year-round, attracting more than three million fans. TKO also services and partners with major sports rights holders through IMG, an industry-leading global sports marketing agency; and On Location, a global leader in premium experiential hospitality.
Investors:
Seth Zaslow
646-558-8387
szaslow@tkogrp.com
Press:
press@tkogrp.com
Exhibit 99.2
TKO Announces Pricing of Senior Secured Notes Offering
New York, NY (November 5, 2026)—TKO Group Holdings, Inc. (NYSE: TKO) (“TKO” or the “Company”), a premium sports and entertainment company, today announced the pricing of the previously announced offering (the “Offering”) of $1.0 billion million in aggregate principal amount of 6.500% Senior Secured Notes due 2031 (the “notes”) by its indirect subsidiary, TKO Worldwide Holdings, LLC (“TKO Worldwide”). The closing of the Offering is expected to occur on or about November 13, 2026, subject to customary closing conditions.
TKO Worldwide expects to use the net proceeds from the Offering for general corporate purposes, which may include making distributions to its parent entities to fund share repurchases under TKO’s previously announced share repurchase program, and to pay related fees and expenses.
The notes will be guaranteed by TKO Guarantor, LLC, and by TKO Worldwide’s existing and future direct or indirect wholly-owned domestic restricted subsidiaries that guarantee obligations under TKO Worldwide’s existing senior secured credit facilities and will be secured by a first priority lien on the collateral securing the existing senior secured credit facilities. The notes and the related note guarantees will rank equal in right of payment with all of TKO Worldwide’s and the guarantors’ existing and future senior indebtedness and will rank senior to all of TKO Worldwide’s and the guarantors’ existing and future unsecured indebtedness or indebtedness secured by junior priority liens, in each case to the extent of the value of the collateral.
The notes were offered (i) only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) outside the United States pursuant to Regulation S under the Securities Act. The notes and the related guarantees have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws.
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
# # #
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. TKO intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements in this press release that do not relate to matters of historical fact should be considered forward-
looking statements, including, the statements regarding the notes and the use of proceeds therefrom. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to those factors discussed in Part I, Item 1A “Risk Factors” in TKO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as any such factors may be updated from time to time in the Company’s other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, TKO undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About TKO
TKO Group Holdings, Inc. (NYSE: TKO) is a premium sports and entertainment company. TKO’s businesses include UFC, the world’s premier mixed martial arts organization; WWE, the global leader in sports entertainment; PBR, the world’s premier bull riding organization; and its joint venture Zuffa Boxing, a professional boxing promotion. Together, these properties reach more than 1 billion households across 210 countries and territories and organize more than 500 live events year-round, attracting more than three million fans. TKO also services and partners with major sports rights holders through IMG, an industry-leading global sports marketing agency; and On Location, a global leader in premium experiential hospitality.
Investors:
Seth Zaslow
646-558-8387
szaslow@tkogrp.com
Press:
press@tkogrp.com