SCHEDULE: Endeavor Reorganizes TKO Holdings, Shifts 24M Units
Beneficial Ownership Amendment
Endeavor Group Holdings, Inc. reported an internal reorganization involving the distribution of 24.39 million TKO OpCo Units to a subsidiary, resulting in changes to beneficial ownership percentages.
Summary
- Endeavor Group Holdings, Inc. filed an Amendment No. 6 to its Schedule 13D regarding its holdings in TKO Group Holdings, Inc. Class A Common Stock.
- On December 30, 2025, IMG Worldwide, LLC, a subsidiary of Endeavor, distributed 24,386,536 common units of TKO Operating Company, LLC ("TKO OpCo Units") to WME IMG, LLC, another Endeavor subsidiary, for no consideration.
- This transaction was part of an internal reorganization within Endeavor's corporate structure.
- As a result of the distribution, IMG Worldwide, LLC ceased to be a beneficial holder of more than 5% of TKO Group Holdings, Inc.'s Class A Common Stock.
- Endeavor Group Holdings, Inc. and its direct subsidiaries collectively beneficially own 122,142,162 shares of Class A Common Stock, representing 62.6% of the class.
- The beneficial ownership percentages are calculated based on 78,922,362 shares of Class A Common Stock outstanding as of October 31, 2025, plus the TKO OpCo Units redeemable on a one-for-one basis for Class A Common Stock.
Sentiment
Score: 5
Explanation: The filing reports an internal corporate reorganization and changes in beneficial ownership percentages among related entities. It does not contain information that would typically be considered positive or negative for TKO Group Holdings, Inc.'s operational performance or strategic direction.
Future Outlook
The filing does not contain any forward-looking statements or guidance regarding future operations or financial performance.
Industry Context
This filing primarily details an internal corporate restructuring within Endeavor Group Holdings, Inc.'s ownership of TKO Group Holdings, Inc. It reflects a change in the internal allocation of ownership stakes among Endeavor's subsidiaries rather than a shift in overall control or a response to broader industry trends.
Related Party Transactions
- IMG Worldwide, LLC distributed 24,386,536 TKO OpCo Units to WME IMG, LLC for no consideration, both being subsidiaries of Endeavor Group Holdings, Inc., in connection with an internal reorganization.
Stakeholder Impact
- Shareholders of TKO Group Holdings, Inc. may see a minor shift in the reported beneficial ownership structure of their largest shareholder, Endeavor, but no direct operational or strategic impact is indicated.
- Employees, customers, suppliers, and creditors of TKO Group Holdings, Inc. are unlikely to be directly impacted by this internal ownership reorganization within Endeavor.
Key Dates
| Date | Description |
|---|---|
| 2025-02-06 | Original Schedule 13D filing date. |
| 2025-10-31 | Date as of which 78,922,362 shares of Class A Common Stock were outstanding, used for beneficial ownership calculations. |
| 2025-12-30 | Date of the internal reorganization event where IMG Worldwide, LLC distributed 24,386,536 TKO OpCo Units to WME IMG, LLC. Also the date IMG Worldwide, LLC ceased to be a beneficial holder of more than 5% of Class A Common Stock. |
| 2026-01-02 | Signature date of the Amendment No. 6 to Schedule 13D. |
Keywords
TKO Group Holdings, Endeavor Group Holdings, Schedule 13D, Beneficial Ownership, Internal Reorganization, Class A Common Stock, TKO OpCo Units, SEC Filing
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