TKO Group Holdings Files 8-K for Regulation FD Disclosure

TL;DR

TKO Group Holdings filed an 8-K for a Reg FD disclosure on Sept 26.

AI Summary

TKO Group Holdings, Inc. filed an 8-K on September 26, 2024, to report a Regulation FD Disclosure. The filing does not contain specific financial figures or transaction details in the provided text, but it indicates a disclosure event occurred on September 26, 2024.

Why It Matters

This filing signals that TKO Group Holdings has made a public disclosure under Regulation FD, which ensures fair and equal dissemination of material information to all investors.

Risk Assessment

Risk Level: low — The filing is a standard regulatory disclosure and does not appear to contain negative news or significant financial events.

Key Players & Entities

• TKO Group Holdings, Inc. (company) — Registrant
• New Whale Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.00001 — stered Class A Common Stock, par value $0.00001 per share TKO New York Stock Exchan
• $375 million — the Le case for an aggregate amount of $375 million payable in installments over an agreed-

Filing Documents

• d860510d8k.htm (8-K) — 26KB
• 0001193125-24-226530.txt ( ) — 146KB
• tko-20240926.xsd (EX-101.SCH) — 3KB
• tko-20240926_lab.xml (EX-101.LAB) — 18KB
• tko-20240926_pre.xml (EX-101.PRE) — 11KB
• d860510d8k_htm.xml (XML) — 4KB

From the Filing

8-K 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): September 26, 2024 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 Avenue , 7th Floor New York , New York 10010 (Address of principal executive offices) (Zip Code) (646) 558-8333 (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 Class A Common Stock, par value $0.00001 per share TKO 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 . Item7.01 Regulation FD Disclosure. As previously disclosed, TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC) ("TKO OpCo"), a subsidiary of TKO Group Holdings, Inc. (the "Company"), and/or certain of its affiliates, including Endeavor Group Holdings, Inc., TKO OpCo's ultimate parent entity (collectively, "TKO"), are party to several substantially similar class-action lawsuits filed against them by former UFC athletes, alleging violations of Section 2 of the Sherman Act. Five of these related class-action lawsuits filed between December 2014 and March 2015 were consolidated into a single action in June 2015, captioned Le et al. v. Zuffa, LLC, No. 2:15-cv-1045-RFB-BNW (D. Nev.) (the "Le" case). On September 26, 2024, TKO reached an agreement with the plaintiffs to settle all claims asserted in the Le case for an aggregate amount of $375 million payable in installments over an agreed-upon period of time by the Company and its subsidiaries (the "Updated Settlement Agreement"), following the court's denial of an earlier proposed settlement agreement. The terms of the Updated Settlement Agreement have been memorialized in a long form agreement, which will be submitted to the court for approval. The Company anticipates that the settlement amount will be deductible for tax purposes. The information in this Current Report on Form 8-K 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 (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing. Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. 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 statements regarding the potential settlement of the Le case, including the amount thereof and anticipated tax treatment. 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

View Full Filing

View this 8-K filing on SEC EDGAR