[8-K] TKO Group Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

TKO Group Holdings reported results for the quarter ended September 30, 2025 and furnished additional materials to help compare past periods on a consistent basis. The company provided supplemental historical financial information that retrospectively reflects the acquisitions of Professional Bull Riders, On Location, and certain IMG businesses as a merger under common control.

The press release is furnished as Exhibit 99.1 and the supplemental materials as Exhibit 99.2. The supplemental package covers fiscal years 2022, 2023, and 2024, each quarter in 2024, and the quarters ended March 31, 2025, June 30, 2025, and September 30, 2025. These materials are furnished, not filed, and are incorporated by reference as stated.

Insights

Financial Reporting Analyst

Earnings release furnished with a retrospective recast under common control; comparability and KPIs may shift.

TKO furnished Q3 results for the period ended September 30, 2025 and supplied supplemental historicals recast to treat Professional Bull Riders, On Location, and certain IMG businesses as a merger of entities under common control. This means prior periods (fiscal 2022, 2023, 2024 and 2025 quarters) are presented as if these businesses were combined historically, enabling apples-to-apples comparisons.

The materials are expressly “furnished, not filed,” which limits Section 18 liability and is common for earnings releases. The recast can change baselines for growth rates, margins, and leverage ratios because historical results now include those businesses across all presented periods. That affects trend analysis and covenant or compensation metrics if they reference historical financials.

Key items to watch in Exhibits 99.1 and 99.2 dated November 5, 2025: any updated segment data, restated historical revenue/EBITDA definitions after the common-control treatment, and how quarterly seasonality appears under the new basis. The immediate focus is Q3 performance and how the recast alters prior-period benchmarks going into upcoming quarters.

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

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 05, 2025

TKO GROUP HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-41797	92-3569035
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
200 Fifth Ave, 7th Floor
New York, New York				10010
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 646-558-8333

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
Class A Common Stock, par value $0.00001 per share		TKO		The New York Stock Exchange

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 5, 2025, TKO Group Holdings, Inc. (the “Company”) announced its financial results for the quarterly period ended September 30, 2025. In addition, the Company provided supplemental financial information based on the historical information of the Company for the fiscal years ended December 31, 2022, 2023 and 2024, each of the quarterly periods in fiscal 2024 and the quarterly periods ended March 31, 2025, June 30, 2025 and September 30, 2025 to retrospectively reflect the acquisition of Professional Bull Riders, On Location, and certain businesses operating under the IMG brand as a merger of entities under common control for such periods (collectively, the “Supplemental Historical Financial Information”). The full text of the press release and the Supplemental Historical Financial Information is furnished as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

The information in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release, dated November 5, 2025.
99.2	Supplemental Historical Financial Information, dated November 5, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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, 2025	By:	/s/ Andrew Schleimer
		Name: Title:	Andrew Schleimer Chief Financial Officer

FAQ

What did TKO (TKO) announce in this filing?

TKO announced results for the quarter ended September 30, 2025 and furnished a press release (Exhibit 99.1) and supplemental historical financial information (Exhibit 99.2).

Why did TKO provide supplemental historical financial information?

To retrospectively reflect the acquisitions of Professional Bull Riders, On Location, and certain IMG businesses as a merger under common control.

Which periods are covered by TKO’s supplemental information?

Fiscal years 2022, 2023, and 2024; each quarter in 2024; and the quarters ended March 31, 2025, June 30, 2025, and September 30, 2025.

Are the exhibits considered filed or furnished?

They are furnished, not filed, and are not subject to Section 18 liabilities, as stated.

What exhibits accompany TKO’s announcement?

Exhibit 99.1 is the press release dated November 5, 2025, and Exhibit 99.2 is the supplemental historical financial information dated November 5, 2025.

What is TKO’s trading symbol and exchange?

TKO trades on the New York Stock Exchange under the symbol TKO.