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SCHEDULE 13D/A 0001766363 XXXXXXXX LIVE 4 Class A Common Stock, par value $0.00001 per share 03/24/2025 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 120563082 0 120563082 120563082 N 61.0 CO 0002021108 N Endeavor Manager, LLC WC N DE 0 120563082 0 120563082 120563082 N 61.0 OO Limited Liability Company Y Endeavor Operating Company, LLC WC N DE 0 120563082 0 120563082 120563082 N 61.0 OO Limited Liability Company Y EOC Topco, LLC WC N DE 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 50.5 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 23.0 OO Limited Liability Company Y Patrick Whitesell WC N 0 0 0 0 0 N 0 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. 4 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: Patrick Whitesell; 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 4 of this Schedule 13D is hereby amended and supplemented as follows: On March 24, 2025 (the "Closing Date"), Silver Lake and its affiliates completed the previously announced acquisition (the "Endeavor Acquisition") of Endeavor Group Holdings, Inc. ("Endeavor"), the Issuer's parent company. In connection with the Endeavor Acquisition, on the Closing Date Endeavor's existing governing body was dissolved and Patrick Whitesell ceased serving as a member thereof. As a result, Mr. Whitesell may no longer be deemed to share beneficial ownership of the securities beneficially owned by Endeavor. 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 2,579,437 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 sole 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 March 24, 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. 4, the Reporting Persons have not effected any transactions with respect to the Class A Common Stock since Amendment No. 3. None. As of March 24, 2025, Mr. Whitesell ceased to be the beneficial owner of more than five percent of the outstanding Class A Common Stock of the Issuer as a result of the dissolution of Endeavor's former governing body. The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6. Endeavor Group Holdings, Inc. /s/ Jason Lublin Jason Lublin, Chief Financial Officer 03/26/2025 Endeavor Manager, LLC /s/ Jason Lublin Jason Lublin, Chief Financial Officer 03/26/2025 Endeavor Operating Company, LLC /s/ Jason Lublin Jason Lublin, Chief Financial Officer 03/26/2025 EOC Topco, LLC /s/ Jason Lublin Jason Lublin, Authorized Sigantory 03/26/2025 EOC Borrower, LLC /s/ Jason Lublin Jason Lublin, Authorized Signatory 03/26/2025 January Capital Holdco, LLC /s/ Jason Lublin Jason Lublin, Authorized Signatory 03/26/2025 January Capital Sub, LLC /s/ Jason Lublin Jason Lublin, Authorized Signatory 03/26/2025 WME IMG, LLC /s/ Jason Lublin Jason Lublin, Authorized Signatory 03/26/2025 IMG Worldwide, LLC /s/ Jason Lublin Jason Lublin, Authorized Signatory 03/26/2025 Patrick Whitesell /s/ Patrick Whitesell Patrick Whitesell 03/26/2025