TKO Group Holdings Enters Material Definitive Agreement

TL;DR

TKO Group Holdings just signed a big deal, filing an 8-K on 9/15/25.

AI Summary

On September 15, 2025, TKO Group Holdings, Inc. entered into a material definitive agreement related to its financial obligations. The company, formerly known as New Whale Inc., is incorporated in Delaware and headquartered in New York.

Why It Matters

This filing indicates a significant financial transaction or commitment by TKO Group Holdings, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Numbers

• 001-41797 — SEC File Number (Identifies the company's filing with the SEC.)
• 92-3569035 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• TKO Group Holdings, Inc. (company) — Registrant
• New Whale Inc. (company) — Former company name
• September 15, 2025 (date) — Date of report and earliest event
• Delaware (jurisdiction) — State of incorporation
• New York (location) — Principal executive offices city

FAQ

Key Financial Figures

• $0.00001 — stered Class A Common Stock, par value $0.00001 per share TKO The New York Stock Ex
• $1.0 billion — Loans"), (ii) provide for an additional $1.0 billion first lien term loan (the "Incremental
• $800.0 million — se Program (as defined below), of which $800.0 million will be utilized under an accelerated s
• $174.0 million — urchase program and up to approximately $174.0 million will be used for repurchases under a 10
• $2.0 billion — t of the Company's previously announced $2.0 billion share repurchase program (the "Share Re
• $26.1 million — as a prior repurchase of approximately $26.1 million shares of Class A Common Stock under a

Filing Documents

• d947346d8k.htm (8-K) — 38KB
• d947346dex101.htm (EX-10.1) — 1184KB
• d947346dex991.htm (EX-99.1) — 9KB
• g947346g0913023723252.jpg (GRAPHIC) — 4KB
• 0001193125-25-202794.txt ( ) — 1650KB
• tko-20250915.xsd (EX-101.SCH) — 3KB
• tko-20250915_lab.xml (EX-101.LAB) — 18KB
• tko-20250915_pre.xml (EX-101.PRE) — 11KB
• d947346d8k_htm.xml (XML) — 4KB

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* Sixth Refinancing Amendment, dated as of September 15 2025, to the First Lien Credit Agreement, dated as of August 18, 2016, among TKO Guarantor, LLC, as holdings, TKO Worldwide Holdings, LLC, as borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent. 99.1 Press Release, dated September 15, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.

Forward-Looking Statements

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. 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 expected uses of proceeds from Credit Agreement Amendment, transactions under the ASR Agreement and the expected completion of repurchases thereunder, transactions under the 10b5-1 Plan and the expected amount and commencement of repurchases thereunder, and the expected remaining amount and timing of completion of repurchases under the Share Repurchase Program. 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, 2024, as any such factors may be updated from time to time in TKO's other filings with the Securities and Exchange Commission, which a

SIGNATURES

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: September 15, 2025 By: /s/ Andrew Schleimer Name: Andrew Schleimer Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR