Endeavor (TKO) details 62.6% TKO stake and internal unit transfer

Rhea-AI Filing Summary

Endeavor Group Holdings, Inc. and affiliated entities report beneficial ownership of 122,142,162 shares of TKO Group Holdings, Inc. Class A common stock, representing 62.6% of the class. This Schedule 13D amendment reflects an internal reorganization completed on December 30, 2025, in which IMG Worldwide, LLC distributed 24,386,536 TKO Operating Company, LLC units to WME IMG, LLC for no consideration. These units are redeemable into Class A shares on a one-for-one basis under the TKO OpCo operating agreement. The ownership calculations are based on 78,922,362 shares of Class A common stock outstanding as of October 31, 2025. The filing also notes that, following this distribution, IMG Worldwide, LLC ceased to be a beneficial holder of more than 5% of TKO’s Class A common stock.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

TKO GROUP HOLDINGS, INC.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

87256C101

(CUSIP Number)

Robert Hilton
c/o TKO Group Holdings, Inc., 200 Fifth Ave, 7th Floor
New York, NY, 10010
(646) 558-8333

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/30/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 87256C101

1

Name of reporting person

Endeavor Group Holdings, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 122,142,162.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 122,142,162.00

11

Aggregate amount beneficially owned by each reporting person

122,142,162.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

62.6 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 87256C101

1

Name of reporting person

Endeavor Manager, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 122,142,162.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 122,142,162.00

11

Aggregate amount beneficially owned by each reporting person

122,142,162.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

62.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Limited Liability Company

SCHEDULE 13D

CUSIP No. 87256C101

1

Name of reporting person

Endeavor Operating Company, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 122,142,162.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 122,142,162.00

11

Aggregate amount beneficially owned by each reporting person

122,142,162.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

62.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Limited Liability Company

SCHEDULE 13D

CUSIP No. 87256C101

1

Name of reporting person

EOC Topco, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 117,983,645.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 117,983,645.00

11

Aggregate amount beneficially owned by each reporting person

117,983,645.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

60.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Limited Liability Company

SCHEDULE 13D

CUSIP No. 87256C101

1

Name of reporting person

EOC Borrower, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 117,983,645.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 117,983,645.00

11

Aggregate amount beneficially owned by each reporting person

117,983,645.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

60.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Limited Liability Company

SCHEDULE 13D

CUSIP No. 87256C101

1

Name of reporting person

January Capital Holdco, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 83,074,858.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 83,074,858.00

11

Aggregate amount beneficially owned by each reporting person

83,074,858.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

51.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Limited Liability Company

SCHEDULE 13D

CUSIP No. 87256C101

1

Name of reporting person

January Capital Sub, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,542,033.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,542,033.00

11

Aggregate amount beneficially owned by each reporting person

6,542,033.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Limited Liability Company

SCHEDULE 13D

CUSIP No. 87256C101

1

Name of reporting person

WME IMG, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 26,211,566.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 26,211,566.00

11

Aggregate amount beneficially owned by each reporting person

26,211,566.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Limited Liability Company

SCHEDULE 13D

CUSIP No. 87256C101

1

Name of reporting person

IMG Worldwide, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Limited Liability Company

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock
(b)	Name of Issuer: TKO GROUP HOLDINGS, INC.
(c)	Address of Issuer's Principal Executive Offices: 200 Fifth Ave., 7th Floor, New York, NEW YORK , 10010.
Item 1 Comment: This Amendment No. 6 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on February 6, 2025 (as amended, the "Schedule 13D"), related to the shares of Class A Common Stock, par value $0.00001 per share (the "Class A Common Stock"), of TKO Group Holdings, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On December 30, 2025, IMG Worldwide, LLC ("IMG Worldwide") distributed 24,386,536 common units ("TKO OpCo Units") of TKO Operating Company, LLC ("TKO OpCo") to WME IMG, LLC ("WME IMG"), each a subsidiary of Endeavor Group Holdings, Inc. ("Endeavor"), for no consideration, in connection with an internal reorganization.
Item 4.	Purpose of Transaction
	The information set forth in Item 3 of this Schedule 13D is hereby incorporated by reference into this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth on the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.
(b)	January Capital Holdco, LLC ("January Holdco") is the record holder of 83,074,858 TKO OpCo Units, January Capital Sub, LLC ("January Sub") is the record holder of 6,542,033 TKO OpCo Units, EOC Borrower, LLC ("EOC Borrower") is the record holder of 2,155,188 TKO OpCo Units and WME IMG is the record holder of 24,386,536 TKO OpCo Units. Subject to the terms of the operating agreement of TKO OpCo, the TKO OpCo Units may be redeemed for shares of Class A Common Stock on a one-for-one basis. In addition, Endeavor Operating Company ("EOC") is the record holder of 4,158,517 shares of Class A Common Stock and WME IMG is the record holder of 1,825,030 shares of Class A Common Stock. Endeavor is the managing member of Endeavor Manager, LLC, which in turn is the managing member of EOC. EOC is the sole member of EOC Topco, LLC ("EOC Topco"), which in turn is the sole member of EOC Borrower. EOC Borrower is the sole member of January Holdco and January Sub (EOC, EOC Topco, EOC Borrower, January Holdco and January Sub, collectively, the "EDR Subscribers"). WME IMG is an indirect subsidiary of EOC Borrower. As a result, Endeavor may be deemed to beneficially own the securities held of record by the EDR Subscribers or WME IMG. The ownership information presented herein represents beneficial ownership of Class A Common Stock as of December 30, 2025, based upon 78,922,362 shares of Class A Common Stock outstanding as of October 31, 2025.
(c)	On December 30, 2025, IMG Worldwide distributed 24,386,536 TKO OpCo Units to WME IMG. Other than as described in this Amendment No. 6, the Reporting Persons have not effected any transactions with respect to the Class A Common Stock during the past sixty days.
(d)	None.
(e)	On December 30, 2025, in connection with the distribution described in Item 5(c) of this Amendment No. 6, IMG Worldwide ceased to be the beneficial holder of more than 5% of the Class A Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Endeavor Group Holdings, Inc.

Signature:	/s/ Robert Hilton
Name/Title:	Robert Hilton, Authorized Signatory
Date:	01/02/2026

Endeavor Manager, LLC

Signature:	/s/ Robert Hilton
Name/Title:	Robert Hilton, Authorized Signatory
Date:	01/02/2026

Endeavor Operating Company, LLC

Signature:	/s/ Robert Hilton
Name/Title:	Robert Hilton, Authorized Signatory
Date:	01/02/2026

EOC Topco, LLC

Signature:	/s/ Robert Hilton
Name/Title:	Robert Hilton, Authorized Sigantory
Date:	01/02/2026

EOC Borrower, LLC

Signature:	/s/ Robert Hilton
Name/Title:	Robert Hilton, Authorized Signatory
Date:	01/02/2026

January Capital Holdco, LLC

Signature:	/s/ Robert Hilton
Name/Title:	Robert Hilton, Authorized Signatory
Date:	01/02/2026

January Capital Sub, LLC

Signature:	/s/ Robert Hilton
Name/Title:	Robert Hilton, Authorized Signatory
Date:	01/02/2026

WME IMG, LLC

Signature:	/s/ Robert Hilton
Name/Title:	Robert Hilton, Authorized Signatory
Date:	01/02/2026

IMG Worldwide, LLC

Signature:	/s/ Robert Hilton
Name/Title:	Robert Hilton, Authorized Signatory
Date:	01/02/2026

FAQ

What ownership stake in TKO (symbol: TKO) does Endeavor report in this filing?

Endeavor Group Holdings, Inc. and its affiliated reporting entities report beneficial ownership of 122,142,162 shares of TKO Group Holdings, Inc. Class A common stock, representing 62.6% of the outstanding Class A shares, based on 78,922,362 shares outstanding as of October 31, 2025.

What internal transaction involving TKO OpCo units is disclosed in this TKO Schedule 13D/A?

On December 30, 2025, IMG Worldwide, LLC distributed 24,386,536 TKO OpCo Units of TKO Operating Company, LLC to WME IMG, LLC, each a subsidiary of Endeavor Group Holdings, Inc., for no consideration, as part of an internal reorganization.

How can the TKO OpCo Units mentioned in the filing affect TKO Class A shares?

The filing states that, subject to the terms of the TKO OpCo operating agreement, TKO OpCo Units may be redeemed for shares of Class A Common Stock on a one-for-one basis, linking those units directly to potential future Class A share ownership.

Which TKO-related entities hold significant TKO OpCo Units and Class A shares for Endeavor?

January Capital Holdco, LLC holds 83,074,858 TKO OpCo Units, January Capital Sub, LLC holds 6,542,033 TKO OpCo Units, EOC Borrower, LLC holds 2,155,188 TKO OpCo Units, and WME IMG, LLC holds 24,386,536 TKO OpCo Units. In addition, Endeavor Operating Company, LLC holds 4,158,517 shares of Class A common stock and WME IMG, LLC holds 1,825,030 shares of Class A common stock.

Did any holder drop below 5% ownership of TKO Class A common stock in this amendment?

Yes. The filing states that on December 30, 2025, in connection with the distribution of TKO OpCo Units to WME IMG, IMG Worldwide, LLC ceased to be the beneficial holder of more than 5% of TKO’s Class A common stock.

How is control over the reporting TKO entities structured within Endeavor’s group?

The filing explains that Endeavor is the managing member of Endeavor Manager, LLC, which is the managing member of Endeavor Operating Company, LLC (EOC). EOC is the sole member of EOC Topco, LLC, which is the sole member of EOC Borrower, LLC. EOC Borrower is the sole member of January Capital Holdco, LLC and January Capital Sub, LLC, and WME IMG, LLC is an indirect subsidiary of EOC Borrower. As a result, Endeavor may be deemed to beneficially own the securities held by these entities.