SCHEDULE 13D/A 0000950170-25-015761 0001868088 XXXXXXXX LIVE 1 Class A common stock, par value $0.00001 per share 02/13/2025 false 0001973266 87256C101 TKO Group Holdings, Inc.

200 FIFTH AVE, 7th Floor New York NY 10010

Andrew J. Schader, Esq. 212-981-5600 c/o Silver Lake 55 Hudson Yards 550 West 34th Street, 40th Floor New York NY 10001 Kenneth B. Wallach, Esq. 212-455-2000 Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York NY 10017 Hui Lin, Esq. 212-455-2000 Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York NY 10017 Jessica Asrat, Esq. 212-455-2000 Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York NY 10017 0001868088 N Silver Lake West HoldCo, L.P. OO N DE 0 94021358 0 94021358 94021358 N 55 PN Y Silver Lake West HoldCo II, L.P. OO N DE 0 94021358 0 94021358 94021358 N 55 PN Y Silver Lake West VoteCo, L.L.C. OO N DE 0 94021358 0 94021358 94021358 N 55 OO Y Egon Durban OO N X1 0 94021358 0 94021358 94021358 N 55 IN Class A common stock, par value $0.00001 per share TKO Group Holdings, Inc. 200 FIFTH AVE, 7th Floor New York NY 10010 This Amendment No. 1 ("Amendment No. 1") is being filed by Silver Lake West HoldCo, L.P., Silver Lake West HoldCo II, L.P., Silver Lake West VoteCo, L.L.C. and Egon Durban (collectively, the "Reporting Persons") and amends the Schedule 13D initially filed relating 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") on February 6, 2025 (as amended, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Schedule 13D. Item 3 of the Schedule 13D is hereby amended and supplemented as follows: From February 6, 2025 through February 18, 2025, Endeavor Operating Company, LLC ("EOC") purchased 641,302 shares of Class A Common Stock for aggregate consideration of approximately $109.4 million. Each of WME and EOC used available working capital to purchase such shares of Class A Common Stock. The securities reported in this Schedule 13D are held solely by subsidiaries of EGH. Investment funds managed by Silver Lake do not directly hold any equity securities of the Issuer. Items 5(a) - (c) of the Schedule 13D are hereby amended and restated as follows:The information set forth on the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5. As of the date hereof, the Reporting Persons may be deemed to beneficially own an aggregate of 94,021,358 shares of the Issuer's Class A Common Stock or 55.0% of the Class A Common Stock as calculated pursuant to Rule 13d-3 of the Exchange Act, consisting of (i) 2,579,437 shares of Class A Common Stock held by EOC, (ii) 83,074,858 TKO OpCo Units and an equal number of shares of Class B Common Stock held by January HoldCo, (iii) 6,542,033 TKO OpCo Units and an equal number of shares of Class B Common Stock held by January Sub and (iv) 1,825,030 shares of Class A Common Stock held by WME. The ownership information presented herein represents beneficial ownership of Class A Common Stock as of the date hereof, based upon 81,203,161 shares of Class A Common Stock outstanding as of December 18, 2024 based on information disclosed by the Issuer in its Proxy Statement filed with the Securities and Exchange Commission on December 23, 2024 and assumes the redemption of all TKO OpCo Units which may be deemed beneficially owned by the Reporting Persons into Class A Common Stock. The TKO OpCo Units are redeemable by the holders for, at the election of the Issuer, (i) newly-issued shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events, or (ii) subject to certain conditions, an equivalent amount of cash. Upon the redemption of any TKO OpCo Units, a number of shares of Class B Common Stock equal to the number of TKO OpCo Units that are redeemed will be cancelled by the Issuer for no consideration. Shares of Class A Common Stock and Class B Common Stock are entitled to one vote per share. See Item 5(a) above. Reporting Persons have not effected any transactions in the Issuer securities during the prior 60 days. Since February 6, 2025, EOC has purchased an aggregate of 641,302 shares of Class A Common Stock in a series of open market transactions pursuant to the Trading Plan. Annex A attached hereto as Exhibit 99.1 sets forth all transactions in Class A Common Stock during such period by EOC. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: On February 13, 2025, EOC voluntarily terminated the Trading Plan in accordance with the terms of the Trading Plan. Exhibit No. Description 99.1 Annex A Purchases of Class A Common Stock during the prior 60 days* * filed herewith Silver Lake West HoldCo, L.P. /s/ Andrew J. Schader 02/18/2025 Silver Lake West HoldCo II, L.P. /s/ Andrew J. Schader 02/18/2025 Silver Lake West VoteCo, L.L.C. /s/ Andrew J. Schader 02/18/2025 Egon Durban /s/ Andrew J. Schader 02/18/2025