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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001766363 XXXXXXXX LIVE 6 Class A Common Stock 12/30/2025 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 122142162 0 122142162 122142162 N 62.6 CO 0002021108 N Endeavor Manager, LLC WC N DE 0 122142162 0 122142162 122142162 N 62.6 OO Limited Liability Company Y Endeavor Operating Company, LLC WC N DE 0 122142162 0 122142162 122142162 N 62.6 OO Limited Liability Company Y EOC Topco, LLC WC N DE 0 117983645 0 117983645 117983645 N 60.5 OO Limited Liability Company Y EOC Borrower, LLC WC N DE 0 117983645 0 117983645 117983645 N 60.5 OO Limited Liability Company Y January Capital Holdco, LLC WC N DE 0 83074858 0 83074858 83074858 N 51.3 OO Limited Liability Company Y January Capital Sub, LLC WC N DE 0 6542033 0 6542033 6542033 N 7.7 OO Limited Liability Company Y WME IMG, LLC WC N DE 0 26211566 0 26211566 26211566 N 25.4 OO Limited Liability Company Y IMG Worldwide, LLC WC N DE 0 0 0 0 0 N 0.0 OO Limited Liability Company Class A Common Stock TKO GROUP HOLDINGS, INC. 200 Fifth Ave. 7th Floor New York NY 10010 This Amendment No. 6 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 3 of the Schedule 13D is hereby amended and supplemented as follows: On December 30, 2025, IMG Worldwide, LLC ("IMG Worldwide") distributed 24,386,536 common units ("TKO OpCo Units") of TKO Operating Company, LLC ("TKO OpCo") to WME IMG, LLC ("WME IMG"), each a subsidiary of Endeavor Group Holdings, Inc. ("Endeavor"), for no consideration, in connection with an internal reorganization. The information set forth in Item 3 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 is hereby incorporated by reference into this Item 5. January Capital Holdco, LLC ("January Holdco") is the record holder of 83,074,858 TKO OpCo Units, January Capital Sub, LLC ("January Sub") is the record holder of 6,542,033 TKO OpCo Units, EOC Borrower, LLC ("EOC Borrower") is the record holder of 2,155,188 TKO OpCo Units and WME IMG 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, Endeavor Operating Company ("EOC") is the record holder of 4,158,517 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, LLC, which in turn is the managing member of EOC. EOC is the sole member of EOC Topco, LLC ("EOC Topco"), which in turn is the sole member of EOC Borrower. EOC Borrower is the sole member of January Holdco and January Sub (EOC, EOC Topco, EOC Borrower, January Holdco and January Sub, collectively, the "EDR Subscribers"). WME IMG is an indirect subsidiary of EOC Borrower. As a result, Endeavor may be deemed to beneficially own the securities held of record by the EDR Subscribers or WME IMG. The ownership information presented herein represents beneficial ownership of Class A Common Stock as of December 30, 2025, based upon 78,922,362 shares of Class A Common Stock outstanding as of October 31, 2025. On December 30, 2025, IMG Worldwide distributed 24,386,536 TKO OpCo Units to WME IMG. Other than as described in this Amendment No. 6, the Reporting Persons have not effected any transactions with respect to the Class A Common Stock during the past sixty days. None. On December 30, 2025, in connection with the distribution described in Item 5(c) of this Amendment No. 6, IMG Worldwide ceased to be the beneficial holder of more than 5% of the Class A Common Stock. Endeavor Group Holdings, Inc. /s/ Robert Hilton Robert Hilton, Authorized Signatory 01/02/2026 Endeavor Manager, LLC /s/ Robert Hilton Robert Hilton, Authorized Signatory 01/02/2026 Endeavor Operating Company, LLC /s/ Robert Hilton Robert Hilton, Authorized Signatory 01/02/2026 EOC Topco, LLC /s/ Robert Hilton Robert Hilton, Authorized Sigantory 01/02/2026 EOC Borrower, LLC /s/ Robert Hilton Robert Hilton, Authorized Signatory 01/02/2026 January Capital Holdco, LLC /s/ Robert Hilton Robert Hilton, Authorized Signatory 01/02/2026 January Capital Sub, LLC /s/ Robert Hilton Robert Hilton, Authorized Signatory 01/02/2026 WME IMG, LLC /s/ Robert Hilton Robert Hilton, Authorized Signatory 01/02/2026 IMG Worldwide, LLC /s/ Robert Hilton Robert Hilton, Authorized Signatory 01/02/2026