SCHEDULE 13D/A 0001766363 XXXXXXXX LIVE 5 Class A Common Stock 06/03/2025 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 122142162 0 122142162 122142162 N 61.7 CO 0002021108 N Endeavor Manager, LLC WC N DE 0 122142162 0 122142162 122142162 N 61.7 OO Limited Liability Company Y Endeavor Operating Company, LLC WC N DE 0 122142162 0 122142162 122142162 N 61.7 OO Limited Liability Company Y EOC Topco, LLC WC N 0 2155188 0 2155188 2155188 N 2.6 OO Limited Liability Company Y EOC Borrower, LLC WC N DE 0 2155188 0 2155188 2155188 N 2.6 OO Limited Liability Company Y January Capital Holdco, LLC WC N DE 0 83074858 0 83074858 83074858 N 50.4 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 OO Limited Liability Company Class A Common Stock TKO GROUP HOLDINGS, INC. 200 Fifth Ave. 7th Floor New York NY 10010 This Amendment No. 5 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 Manager"); Endeavor Operating Company, LLC ("EOC"); EOC Topco, LLC ("EOC Topco"); EOC Borrower, LLC ("EOC Borrower"); 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 June 3, 2025, EOC entered into an agreement to purchase 1,579,080 shares of Class A Common Stock from Vincent K. McMahon in a private transaction at a per share price of $158.32 for aggregate consideration of approximately $250 million. The transaction closed on June 4, 2025. The Reporting Persons used available working capital to fund the purchases. The information set forth in Item 3 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 is hereby incorporated by reference into this Item 5. January Holdco is the record holder of 83,074,858 common units ("TKO OpCo Units") of TKO Operating Company, LLC ("TKO OpCo"), January Sub is the record holder of 6,542,033 TKO OpCo Units, EOC Borrower 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 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 4,158,517 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, which in turn is the managing member of EOC. EOC is the sole member of January Holdco, January Sub and EOC Topco, which in turn is the managing member of EOC Borrower (EOC, January Holdco, January Sub, EOC Borrower and EOC Topco, 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 June 3, 2025, based upon 81,747,465 shares of Class A Common Stock outstanding as of April 30, 2025. Other than as described in this Amendment No. 5, the Reporting Persons have not effected any transactions with respect to the Class A Common Stock since Amendment No. 4. None. Endeavor Group Holdings, Inc. /s/ Jason Lublin 06/04/2025 Endeavor Manager, LLC /s/ Jason Lublin 06/04/2025 Endeavor Operating Company, LLC /s/ Jason Lublin 06/04/2025 EOC Topco, LLC /s/ Jason Lublin 06/04/2025 EOC Borrower, LLC /s/ Jason Lublin 06/04/2025 January Capital Holdco, LLC /s/ Jason Lublin 06/04/2025 January Capital Sub, LLC /s/ Jason Lublin 06/04/2025 WME IMG, LLC /s/ Jason Lublin 06/04/2025 IMG Worldwide, LLC /s/ Jason Lublin 06/04/2025