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SCHEDULE 13D/A 0000950170-24-138129 0001320234 XXXXXXXX LIVE 3 Class A Common Stock 02/13/2025 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 0001320234 N Ariel Emanuel PF OO N X1 60374 94021358 60374 94021358 94081732 N 55.1 IN Class A Common Stock TKO Group Holdings, Inc. 200 Fifth Ave. 7th Floor New York NY 10010 This Amendment No. 3 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on November 24, 2023 (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 3 of the Schedule 13D is hereby amended and supplemented as follows: From January 17, 2025 through February 18, 2025, Endeavor Operating Company, LLC ("EOC") purchased 1,897,650 shares of Class A Common Stock for aggregate consideration of approximately $300.9 million. EOC used available working capital to fund these purchases. The information set forth on the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5. January Capital HoldCo, LLC ("January HoldCo") is the record holder of 83,074,858 units of TKO Operating Company, LLC ("TKO OpCo Units"), and January Capital Sub, LLC ("January Sub") is the record holder of 6,542,033 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, LLC ("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"). WME IMG 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 or WME IMG. The Reporting Person is a member of the governing body of Endeavor and as a result may be deemed to share beneficial ownership of the securities beneficially owned by Endeavor. In addition, the Reporting Person is the record holder of 60,374 shares of Class A Common Stock. The ownership information presented herein represents beneficial ownership of Class A Common Stock as of February 18, 2025, based upon 81,203,161 shares of Class A Common Stock outstanding as of December 18, 2024. Since the date of the last amendment to this Schedule 13D, EOC has purchased an aggregate of 1,897,650 shares of Class A Common Stock in a series of open market transactions pursuant to the Trading Plan. Details by date, listing the number of shares purchased and the weighted average price per share, for transactions during this period are provided below. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price for this transaction. January 17, 2025: 125,589 shares at a weighted average price of $143.05 per share January 21, 2025: 108,476 shares of at a weighted average price of $144.13 per share January 22, 2025: 115,952 shares at a weighted average price of $143.85 per share January 23, 2025: 120,958 shares at a weighted average price of $150.92 per share January 24, 2025: 105,038 shares at a weighted average price of $153.04 per share January 27, 2025: 89,234 shares at a weighted average price of $153.19 per share January 28, 2025: 92,559 shares at a weighted average price of $157.68 per share January 29, 2025: 99,996 shares at a weighted average price of 156.60 per share January 30, 2025: 66,021 shares at a weighted average price of $158.39 per share January 31, 2025: 80,758 shares at a weighted average price of $156.80 per share February 3, 2025: 94,161 shares at a weighted average price of $157.79 per share February 4, 2025: 76,587 shares at a weighted average price of $157.12 per share February 5, 2025: 81,019 shares at a weighted average price of $159.72 per share February 6, 2025: 72,970 shares at a weighted average price of $160.59 per share February 7, 2025: 177,861 shares at a weighted average price of $165.99 per share February 10, 2025: 116,256 shares at a weighted average price of $172.03 per share February 11, 2025: 156,446 shares at a weighted average price of $175.60 per share February 12, 2025: 117,769 shares at a weighted average price of $176.40 per share None of the foregoing transactions involved a purchase of Class A Common Stock by Mr. Emanuel. Except for the foregoing and the transaction described in Item 6, during the past 60 days, the Reporting Person has not effected any transactions with respect to the Class A Common Stock None. Not applicable. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: On December 17, 2024, EOC entered into a trading plan (the "Trading Plan") pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The Trading Plan provided for periodic purchases of Class A Common Stock by a broker dealer of the Issuer on behalf of EOC until the earliest of (i) the date an aggregate purchase amount of $900 million of shares of Class A Common Stock have been purchased; (ii) the date any person publicly announces a tender or exchange offer with respect to the Class A Common Stock; (iii) the date of public announcement of a merger, acquisition, reorganization, recapitalization, or comparable transaction; (iv) the date the broker dealer receives notice of intended commencement of any proceedings; (v) the date of written notice of termination of the Trading Plan; or (vi) 4:30 p.m. New York time on March 31, 2025. On February 13, 2025, EOC voluntarily terminated the Trading Plan in accordance with the terms of the Trading Plan. Ariel Emanuel /s/ Ariel Emanuel Ariel Emanuel 02/18/2025