SCHEDULE 13D/A 0001193125-24-244202 0001868088 XXXXXXXX LIVE 6 Class A Common Stock, par value $0.00001 per share 03/14/2025 false 0001766363 29260Y109 Endeavor Group Holdings, Inc.

9601 Wilshire Boulevard 3rd Floor Beverly Hills CA 90210

Karen M. King, Esq. 650-233-8120 Silver Lake, 2775 Sand Hill Road Suite 100 Menlo Park CA 94025 Elizabeth Cooper, Esq. 212-455-2000 Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York NY 10017 Christopher May, Esq. 212-455-2000 Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York NY 10017 Mark Myott, Esq. 650-251-5000 Simpson Thacher & Bartlett LLP 2475 Hanover Street Palo Alto CA 94304 0001868088 N Silver Lake West HoldCo, L.P. a OO N DE 0 82633568 0 82633568 82633568 N 20.3 PN Y Silver Lake West HoldCo II, L.P. a OO N DE 0 91480988 0 91480988 91480988 N 28.1 PN Y Silver Lake West VoteCo, L.L.C. a OO N DE 0 174114556 0 174114556 174114556 N 42.7 OO Y Egon Durban a OO N X1 0 174114556 0 174114556 174114556 N 42.7 IN Class A Common Stock, par value $0.00001 per share Endeavor Group Holdings, Inc. 9601 Wilshire Boulevard 3rd Floor Beverly Hills CA 90210 This Amendment No. 6 (the "Amendment") is being filed by Silver Lake West HoldCo, L.P. ("West HoldCo"), Silver Lake West HoldCo II, L.P. ("West HoldCo II" and together with West HoldCo, the "HoldCos"), Silver Lake West VoteCo, L.L.C. and Egon Durban (collectively, the "Reporting Persons") and amends the statement on Schedule 13D originally filed by certain affiliates of the Reporting Persons on May 13, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D filed on July 26, 2021, as amended by Amendment No. 2 to Schedule 13D filed on October 26, 2023, as amended by Amendment No. 3 to Schedule 13D filed on April 2, 2024, as amended by Amendment No. 4 to Schedule 13D filed on October 25, 2024, as amended by Amendment No. 5 to Schedule 13D filed on March 3, 2025 (as amended, the "Schedule 13D") relating to the Class A common stock, par value $0.00001 per share (the "Class A Common Stock"), of Endeavor Group Holdings, Inc., a Delaware corporation (the "Issuer"). The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On March 14, 2025, each of Dana White, DAW Family Trust, Dana and Anne White 2012 Irrevocable Trust, Craig Borsari, The Borsari 2019 Dynasty Trust, William Hunter Campbell, Ike Lawrence Epstein, The IME Dynasty Trust, ZCA Focus Fund LP and Victoria Partners LP (each, a "March 14th Rollover Holder") entered into a rollover agreement (the form of which is attached hereto as Exhibit V) with Wildcat EGH Holdco, L.P. and Wildcat OpCo Holdco, L.P. (each, a "Parent Entity" and together, the "Parent Entities", and such rollover agreements, collectively, the "March 14th Rollover Agreements"), pursuant to which each March 14th Rollover Holder has agreed, on the terms and subject to the conditions set forth therein, that certain of their equity interests in OpCo will remain outstanding in the OpCo Merger (the "March 14th Rollover Units") and certain shares of Class A Common Stock of the Issuer owned by such person's will remain outstanding in the Company Merger (the "March 14th Rollover Shares" and, together with the March 14th Rollover Units, the "March 14th Rollover Interests"), and the March 14th Rollover Holders will not receive cash consideration under the Merger Agreement in respect of such March 14th Rollover Interests. The March 14th Rollover Interests in the aggregate include 6,137,574 March 14th Rollover Shares and 6,873,986 March 14th Rollover Units. The foregoing description of the March 14th Rollover Agreements does not purport to be complete and is qualified in its entirety by reference to the Form of March 14th Rollover Agreement, which is attached hereto as Exhibit V and incorporated herein by reference. Items 5(a) - (c) of the Schedule 13D are hereby amended and restated as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 is incorporated by reference in its entirety into this Item 5. The Reporting Persons may be deemed to beneficially own an aggregate of 174,114,556 shares of the Issuer's Class A Common Stock, or 42.7% of the Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), based on shares of Class A Common Stock held and Endeavor Operating Company Units which are exchangeable (along with an equal number of shares of Class X Common Stock) for either cash (at the Issuer's election, subject to certain conditions) or shares of Class A Common Stock on a one-for-one basis, subject to adjustment. The holders of Class A Common Stock, Class X Common Stock and Class Y Common Stock will vote together as a single class on all matters submitted to stockholders for their vote or approval, except as required by applicable law. Holders of Class A Common Stock and Class X Common Stock are entitled to one vote per share on all matters submitted to stockholders for their vote or approval. Holders of Class Y Common Stock are entitled to 20 votes per share on all matters submitted to stockholders for their vote or approval. The shares of Class A Common Stock, shares of Class X Common Stock and shares of Class Y Common Stock owned by the Reporting Persons represent approximately 74.4% of the total voting power of Issuer's common stock outstanding. Calculations of beneficial ownership and voting power described herein are based on 325,544,007 shares of Class A Common Stock, 144,878,961 shares of Class X Common Stock and 215,927,779 shares of Class Y Common Stock of the Issuer outstanding as of January 31, 2025, as set forth in the Issuer's Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on February 27, 2025. Interests in the Issuer and Endeavor Operating Company are held through West HoldCo (holding (i) 495,494 shares of Class A Common Stock and (ii) 82,138,074 Endeavor Operating Company Units and an equal number of paired shares of Class X Common Stock and an equal number of shares of Class Y Common Stock) and West HoldCo II (holding 91,480,988 shares of Class A Common Stock and 87,254,147 shares of Class Y Common Stock). Egon Durban, a Co-CEO and Managing Partner of Silver Lake Group, L.L.C. and a director of the Issuer, is the managing member of Silver Lake West VoteCo, L.L.C., which is the general partner of the HoldCos. The HoldCos, Ariel Emanuel, the Chief Executive Officer of the Issuer, Patrick Whitesell, the Executive Chairman of the Issuer, and certain entities they control, including Executive Holdco (collectively, the "Executive Parties") and certain other equityholders of the Issuer are parties to a Stockholder Agreement (the "Stockholder Agreement"), which contains, among other things, certain provisions relating to transfer of, and coordination of the voting of, securities of the Issuer by the parties thereto. By virtue of the Stockholder Agreement and the obligations and rights thereunder and certain other arrangements with such persons, the Reporting Persons acknowledge and agree that they are acting as a "group" with the Executive Parties within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons expressly disclaim beneficial ownership over any shares of Class A Common Stock that they may be deemed to beneficially own solely by reason of the Stockholder Agreement. Certain entities affiliated with the Executive Parties separately file Schedule 13D filings reporting their beneficial ownership of shares of Class A Common Stock. As a result of the execution and delivery of the Preferred Equity Commitment Letter by Thirty Fifth Investment Company L.L.C., an affiliate of Mubadala Investment Company PJSC ("Mubadala"), on April 2, 2024, the HoldCos may be deemed to have formed a "group" within the meaning of Section 13(d) of the Exchange Act with Mubadala in connection with Thirty Fifth Investment Company L.L.C.'s commitment to contribute amounts to the Parent Entities or the Merger Subs pursuant to the Preferred Equity Commitment Letter. Mubadala has separately made a Schedule 13D filing on April 2, 2024 reporting their beneficial ownership of shares of Class A Common Stock. The beneficial ownership of the Reporting Persons does not include any shares of Class A Common Stock which may be beneficially owned by Mubadala and each of the Reporting Persons disclaims beneficial ownership over any such shares. As a result of the execution and delivery of a Rollover Agreement by Mark Shapiro, HoldCos may be deemed to have formed a "group" within the meaning of Section 13(d) of the Exchange Act with Mark Shapiro in connection with his Rollover Interests pursuant to such Rollover Agreement. Based on information provided by Mark Shapiro to the Reporting Persons, as of the date hereof, Mark Shapiro beneficially owns 198,167 shares of Class A Common Stock, representing approximately 0.06% of the outstanding shares of Class A Common Stock. None of the Reporting Persons has effected any transaction in Class A Common Stock in the past 60 days. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Item 6 of the Schedule 13D is hereby amended and supplemented to incorporate by reference the information set forth in Item 4 of this Amendment. Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit Number Description V Form of March 14th Rollover Agreement. Silver Lake West HoldCo, L.P. /s/ Andrew J. Schader 03/18/2025 Silver Lake West HoldCo II, L.P. /s/ Andrew J. Schader 03/18/2025 Silver Lake West VoteCo, L.L.C. /s/ Andrew J. Schader 03/18/2025 Egon Durban /s/ Andrew J. Schader 03/18/2025