SCHEDULE 13D/A 0000950170-25-022704 0001766363 XXXXXXXX LIVE 2 Class A Common Stock 02/27/2025 false 0001973266 87256C101 TKO Group Holdings, Inc.

200 Fifth Ave 7th Floor New York NY 10010

Robert Hilton (646) 558-8333 c/o TKO Group Holdings, Inc. 200 Fifth Ave, 7th Floor New York NY 10010 0001766363 N Endeavor Group Holdings, Inc. WC N DE 0 120563082 0 120563082 120563082 N 61.0 CO 0002021108 N Endeavor Manager, LLC WC N DE 0 120563082 0 120563082 120563082 N 61.0 OO Limited Liability Company Y Endeavor Operating Company, LLC WC N DE 0 120563082 0 120563082 120563082 N 61.0 OO Limited Liability Company 0001531362 N Patrick Whitesell WC N X1 0 120563082 0 120563082 120563082 N 61.0 IN Y January Capital HoldCo, LLC WC N DE 0 83074858 0 83074858 83074858 N 50.5 OO Limited Liability Company Y January Capital Sub, LLC WC N DE 0 6542033 0 6542033 6542033 N 7.4 OO Limited Liability Company Y WME IMG, LLC WC N DE 0 26211566 0 26211566 26211566 N 24.7 OO Limited Liability Company Y IMG Worldwide, LLC WC N DE 0 24386536 0 24386536 24386536 N 23 Class A Common Stock TKO Group Holdings, Inc. 200 Fifth Ave 7th Floor New York NY 10010 This Amendment No. 2 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 2(a) of the Schedule 13D is hereby amended and restated in its entirety with the following: Endeavor Group Holdings, Inc. ("Endeavor"); Endeavor Manager, LLC; Endeavor Operating Company, LLC ("EOC"); Patrick Whitesell; January Capital HoldCo, LLC ("January HoldCo"); January Capital Sub, LLC ("January Sub"); WME IMG, LLC ("WME IMG"); and IMG Worldwide, LLC ("IMG Worldwide"). Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On February 28, 2025 (the "Asset Sale Closing Date"), pursuant to the Asset Sale Transaction, the EDR Parties contributed, assigned and transferred to TKO OpCo the Transferred Businesses in exchange for 26,541,724 TKO OpCo Units, having an aggregate value of $3.25 billion (based on the volume-weighted average sales price of Class A Common Stock for the twenty five trading days ending on October 23, 2024), reflecting an adjustment pursuant to the terms of the Asset Sale Transaction Agreement, and subscribed for an equivalent number of corresponding shares of Class B Common Stock. The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 4. The information set forth on the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5. January HoldCo is the record holder of 83,074,858 units of TKO Operating Company, LLC ("TKO OpCo Units"), January Sub is the record holder of 6,542,033 TKO OpCo Units, EOC is the record holder of 2,155,188 TKO OpCo Units and IMG Worldwide is the record holder of 24,386,536 TKO OpCo Units. Subject to the terms of the operating agreement of TKO Operating Company, LLC ("TKO OpCo"), the TKO OpCo Units may be redeemed for shares of Class A Common Stock on a one-for-one basis. In addition, EOC is the record holder of 2,579,437 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 January HoldCo and January Sub (EOC, January HoldCo and January Sub, collectively, the "EDR Subscribers"). IMG Worldwide is an indirect subsidiary of WME IMG, which is an indirect subsidiary of Endeavor. As a result, Endeavor may be deemed to beneficially own the securities held of record by the EDR Subscribers, WME IMG or IMG Worldwide. The ownership information presented herein represents beneficial ownership of Class A Common Stock as of February 28, 2025, based upon 81,553,818 shares of Class A Common Stock outstanding as of January 31, 2025. Other than as described in this Amendment No.2, the Reporting Persons have not effected any transactions with respect to the Class A Common Stock since Amendment No. 1. None. Not applicable. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: On February 27, 2025, the EDR Parties entered into the First Amendment to the Transaction Agreement (the "Asset Sale Transaction Agreement Amendment"), by and among the EDR Parties, Trans World International and the TKO Parties. The Asset Sale Transaction Agreement Amendment provides for (a) the acceleration of the Inside Date (as defined therein) to February 28, 2025, (b) the removal of the requirement that the Inside Date be automatically extended to April 1, 2025 if either (i) the EDR Parties fail to represent to the TKO Parties that the EDR Parties reasonably and in good faith expect to deliver to the TKO Parties the 2025 Financials (as defined therein) on or prior to February 28, 2025, or (ii) the Closing (as defined therein) does not occur on or prior to March 3, 2025 and (c) certain changes with respect to the timing of employee transfers. On the Asset Sale Closing Date, the TKO Parties completed the acquisition of the Transferred Businesses, pursuant to the Asset Sale Transaction Agreement, as amended by the Asset Sale Transaction Agreement Amendment. At the effective time, the EDR Parties contributed, assigned and transferred to TKO OpCo the Transferred Businesses, in exchange for 26,541,724 TKO OpCo Units, and subscribed for an equivalent number of corresponding shares of Class B Common Stock. Exhibit 8: Transaction Agreement, dated October 23, 2024, by and among Endeavor Operating Company, LLC, TKO Operating Company, LLC, TKO Group Holdings, Inc., IMG Worldwide, LLC, and Trans World International, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on October 24, 2024). Exhibit 9: First Amendment to Transaction Agreement, dated February 27, 2025, by and among Endeavor Operating Company, LLC, TKO Operating Company, LLC, TKO Group Holdings, Inc., IMG Worldwide, LLC, and Trans World International, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer on February 28, 2025). Endeavor Group Holdings, Inc. /s/ Jason Lublin 02/28/2025 Endeavor Manager, LLC /s/ Jason Lublin 02/28/2025 Endeavor Operating Company, LLC /s/ Jason Lublin 02/28/2025 Patrick Whitesell /s/ Patrick Whitesell 02/28/2025 January Capital HoldCo, LLC /s/ Jason Lublin 02/28/2025 January Capital Sub, LLC /s/ Jason Lublin 02/28/2025 WME IMG, LLC /s/ Jason Lublin 02/28/2025 IMG Worldwide, LLC /s/ Jason Lublin 02/28/2025