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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 0001868089 XXXXXXXX LIVE 5 Class A common stock, par value $0.00001 per share 06/03/2025 false 0001973266 87256C101 TKO Group Holdings, Inc. 200 FIFTH AVE NEW YORK NY 10010 Justin G. Hamill, Esq. 212-981-5600 c/o Silver Lake 55 Hudson Yards 550 West 34th Street, 40th Floor New York NY 10001 Kenneth B. Wallach, Esq. 212-455-2000 Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York NY 10017 Hui Lin, Esq. 212-455-2000 Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York NY 10017 Jessica Asrat, Esq. 212-455-2000 Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York NY 10017 0001868089 N Silver Lake West VoteCo, L.L.C. OO N DE 0 122142162 0 122142162 122142162 N 61.7 OO Y Egon Durban OO N X1 0 122142162 0 122142162 122142162 N 61.7 IN Class A common stock, par value $0.00001 per share TKO Group Holdings, Inc. 200 FIFTH AVE NEW YORK NY 10010 This Amendment No. 5 ("Amendment No. 5") is being filed by Silver Lake West VoteCo, L.L.C. and Egon Durban (collectively, the "Reporting Persons"), and amends the Schedule 13D initially filed relating 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") on February 6, 2025, as amended by Amendment No. 1 filed on February 18, 2025, as amended by Amendment No. 2 filed on February 28, 2025, as amended by Amendment No. 3 filed on March 12, 2025, as amended by Amendment No. 4 filed on March 26, 2025 (as amended, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Schedule 13D. Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On June 3, 2025, EOC entered into an agreement to purchase 1,579,080 shares of Class A Common Stock from Vincent K. McMahon in a private transaction at a per share price of $158.32 for aggregate consideration of approximately $250 million. The transaction closed on June 4, 2025. EOC used available working capital to fund the purchases. The securities reported in this Schedule 13D are held solely by subsidiaries of EGH. Investment funds managed by Silver Lake do not directly hold any equity securities of the Issuer. Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 3 of this Schedule 13D is hereby incorporated by reference into this Item 4. Item 5(a) of the Schedule 13D is hereby amended and restated as follows: As of the date hereof, the Reporting Persons may be deemed to beneficially own an aggregate of 122,142,162 shares of the Issuer's Class A Common Stock or 61.7% of the Class A Common Stock as calculated pursuant to Rule 13d-3 of the Exchange Act, consisting of (i) 4,158,517 shares of Class A Common Stock held by EOC, (ii) 2,155,188 TKO OpCo Units and an equal number of shares of Class B Common Stock held by EOC Borrower, LLC, (iii) 83,074,858 TKO OpCo Units and an equal number of shares of Class B Common Stock held by January HoldCo, (iv) 6,542,033 TKO OpCo Units and an equal number of shares of Class B Common Stock held by January Sub, (v) 24,386,536 TKO OpCo Units and an equal number of shares of Class B Common Stock held by IMG Worldwide and (vi) 1,825,030 shares of Class A Common Stock held by WME. The ownership information presented herein represents beneficial ownership of Class A Common Stock as of the date hereof, based upon 81,747,465 shares of Class A Common Stock outstanding as of April 30, 2025 based on information disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025 and assumes the redemption of all TKO OpCo Units which may be deemed beneficially owned by the Reporting Persons into Class A Common Stock. The TKO OpCo Units are redeemable by the holders for, at the election of the Issuer, (i) newly-issued shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events, or (ii) subject to certain conditions, an equivalent amount of cash. Upon the redemption of any TKO OpCo Units, a number of shares of Class B Common Stock equal to the number of TKO OpCo Units that are redeemed will be cancelled by the Issuer for no consideration. Shares of Class A Common Stock and Class B Common Stock are entitled to one vote per share. Item 7 of the Schedule 13D is hereby amended and supplemented to add the following exhibits: Exhibit Number Description K. Power of Attorney granted by Egon Durban dated June 2, 2025 Silver Lake West VoteCo, L.L.C. /s/ Justin G. Hamill Justin G. Hamill, Attorney-in-fact for Egon Durban, Managing Member of Silver Lake West VoteCo, L.L.C. 06/04/2025 Egon Durban /s/ Justin G. Hamill Justin G. Hamill, Attorney-in-fact for Egon Durban 06/04/2025