EQUITY-BASED COMPENSATION

6 Months Ended

Jun. 30, 2024

EQUITY-BASED COMPENSATION [Abstract]

EQUITY-BASED COMPENSATION

13. EQUITY-BASED COMPENSATION

Equity-based compensation expense, which is included within direct operating costs and selling, general and administrative expenses on the Company’s consolidated statements of operations, consisted of the following (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
EGH 2021 Plan	$	1,850	$	5,789	$	4,640	$	11,584
Replacement Awards under WWE 2016 Plan		7,164		—		15,786		—
TKO 2023 Plan		15,353		—		34,166		—
Equity-based compensation expense	$	24,367	$	5,789	$	54,592	$	11,584

EGH 2021 Plan

The terms of each award, including vesting and forfeiture, are determined by the administrator of the EGH 2021 Plan. Key grant terms include one or more of the following: (a) time-based vesting over a two- to five-year period; (b) market-based vesting conditions at graduated levels upon the Company’s attainment of certain market price per share thresholds; and (c) expiration dates (if applicable). Granted awards may include time-based vesting conditions only, market-based vesting conditions only, or both.

The following table summarizes the RSU award activity under the EGH 2021 Plan for the six months ended June 30, 2024:

	Time Vested RSUs				Market / Market and Time ‎Vested RSUs
	Units		Weighted- ‎ Average ‎Grant-Date ‎Fair Value		Units		Weighted- ‎ Average ‎Grant-Date ‎Fair Value
Outstanding at January 1, 2024		605,610	$	25.74		5,115	$	24.65
Granted		—	$	—		—	$	—
Released		(377,919)	$	25.81		—	$	—
Forfeited		(893)	$	21.73		—	$	—
Outstanding at June 30, 2024		226,798	$	25.64		5,115	$	24.65

The following table summarizes the stock option award activity under the EGH 2021 Plan for the six months ended June 30, 2024:

	Stock Options
	Units	Weighted-Average ‎Exercise Price
Outstanding at January 1, 2024	286,836	$	26.04
Granted	—	$	—
Exercised	—	$	—
Forfeited or expired	—	$	—
Outstanding at June 30, 2024	286,836	$	26.04
Vested and exercisable at June 30, 2024	258,064	$	25.51

Replacement Awards

The following table summarizes the RSU award activity under the WWE 2016 Plan for the six months ended June 30, 2024:

	Time Vested RSUs
	Units	Weighted- Average Grant-Date Fair Value
Outstanding at January 1, 2024	701,090	$	100.65
Vested	(54,931)	$	100.65
Forfeited	(183,937)	$	100.65
Outstanding at June 30, 2024	462,222	$	100.65

The following table summarizes the PSU award activity under the WWE 2016 Plan for the six months ended June 30, 2024:

	Time Vested PSUs
	Units	Weighted- ‎ Average ‎Grant-Date ‎Fair Value
Outstanding at January 1, 2024	327,403	$	93.84
Vested	(14,416)	$	100.65
Forfeited	(6,012)	$	100.65
Outstanding at June 30, 2024	306,975	$	103.45

TKO 2023 Plan

The terms of each award, including vesting and forfeiture, are determined by the administrator of the TKO 2023 Plan. Key grant terms include time-based vesting over a six-month to four-year period.

In January 2024, WWE entered into an Independent Services Contractor and Merchandising Agreement (the “DJ Services Agreement”) with Dwayne Johnson, a member of the Company’s board of directors, pursuant to which Mr. Johnson agreed to provide to WWE certain promotional and other services. See Note 20, Related Party Transactions, for further discussion. As consideration for Mr. Johnson’s services provided under the DJ Services Agreement, the Company granted Mr. Johnson RSUs for an aggregate value of

$30.0 million. During the three and six months ended June 30, 2024, the Company recorded equity-based compensation expenses of approximately $6.7 million and $15.7 million, respectively, associated with these RSUs, which are included within direct operating costs in the Company’s consolidated statement of operations. The units associated with these awards are included in the table below.

The following table summarizes the RSU award activity under the TKO 2023 Plan for the six months ended June 30, 2024:

	Time Vested RSUs
	Units	Weighted- Average Grant-Date Fair Value
Outstanding at January 1, 2024	935,536	$	91.23
Granted	1,006,878	$	80.44
Vested	(205,299)	$	78.82
Forfeited	(23,066)	$	86.13
Outstanding at June 30, 2024	1,714,049	$	86.45