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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0000950170-25-030303 1320234 XXXXXXXX LIVE 5 Class A Common Stock, par value $0.00001 per share 03/12/2025 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 66179 120563082 66179 120563082 120629261 N 61 IN Class A Common Stock, par value $0.00001 per share 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 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. The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference into this Item 3. The information set forth in Item 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 Capital Holdco, LLC ("January Holdco") is the record holder of 83,074,858 common units ("TKO OpCo Units") of TKO Operating Company, LLC ("TKO OpCo"), January Capital Sub, LLC ("January Sub") is the record holder of 6,542,033 TKO OpCo Units, Endeavor Operating Company, LLC ("EOC") is the record holder of 2,155,188 TKO OpCo Units and IMG Worldwide, LLC ("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 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 Group Holdings, Inc. ("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 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 holder of 66,179 shares of Class A Common Stock. The ownership information presented herein represents beneficial ownership of Class A Common Stock as of March 12, 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. 5, the Reporting Person has not effected any transactions with respect to the Class A Common Stock since Amendment No. 4. None. Not applicable. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: On March 12, 2025, January Holdco entered into a second amendment to the Margin Loan Agreement (the "Second Amendment"), increasing the facility size thereunder to $3.0 billion. The remaining $1.925 billion available under the Margin Loan Agreement, after giving effect to the Second Amendment, was drawn on March 12, 2025. No additional securities were pledged as collateral under the Second Amendment. All other material terms of the Margin Loan Agreement as previously reported by the Issuer remain unchanged. Ariel Emanuel /s/ Ariel Emanuel Ariel Emanuel 03/12/2025