--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-233543" form_type: "8-K" ticker: "TKO" cik: "0001973266" company_name: "TKO Group Holdings, Inc." filed_at: "2023-09-12T23:59:59+00:00" generated_at: "2026-06-10T21:26:04.584475+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # TKO Group closes UFC-WWE merger; Endeavor 51%, former WWE 49% ## Summary - Closing date September 12, 2023; each WWE share exchanged for one TKO Class A share. - Endeavor holds 51% of TKO voting and TKO OpCo economics; former WWE holders hold 49% voting, 100% of TKO economic. - New board of 11 directors; Ariel Emanuel CEO, Mark Shapiro President/COO, Andrew Schleimer CFO. - Emanuel granted $40M RSUs (4-year vest); Shapiro granted $6.25M RSUs (1-year vest). - WWE audited FY2022 and unaudited H1 2023 financials filed; pro forma combined financials provided. ## SEC filing metadata - accession: 0001193125-23-233543 - form_type: 8-K - ticker: TKO - cik: 0001973266 - company_name: TKO Group Holdings, Inc. - filed_at: 2023-09-12T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 5.02, 2.01, 2.03, 3.03, 5.01, 5.03, 5.05, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/0001193125-23-233543-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-233543 - JSON: https://secwatch.observer/filing/0001193125-23-233543.json - Plain text: https://secwatch.observer/filing/0001193125-23-233543.txt ## Key facts - Executive change Andrew Schleimer was appointed as Chief Financial Officer at TKO Group Holdings, Inc.. - Action: appointed - Role: Chief Financial Officer source text: Andrew Schleimer was appointed as the Company’s Chief Financial Officer, to serve as principal financial officer evidence_url: https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/0001193125-23-233543-index.htm - Executive change Peter C.B. Bynoe was appointed as Director at TKO Group Holdings, Inc.. - Action: appointed - Role: Director source text: Effective as of the Closing Date, the following individuals were appointed to serve on the Board: • Peter C.B. Bynoe evidence_url: https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/0001193125-23-233543-index.htm - Executive change Shane Kapral was appointed as Chief Accounting Officer at TKO Group Holdings, Inc.. - Action: appointed - Role: Chief Accounting Officer source text: on the Closing Date, Shane Kapral was appointed as the Company’s Chief Accounting Officer, to serve as principal accounting officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/0001193125-23-233543-index.htm - Executive change Frank A. Riddick resigned as Director at TKO Group Holdings, Inc.. - Action: resigned - Role: Director source text: whose then members, Nick Khan, Frank A. Riddick and Karen Mullane, tendered their resignation from the Board on and effective as of the Closing Date, contingent upon, and effective concurrently with, the consummation of the Transactions. evidence_url: https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/0001193125-23-233543-index.htm - Executive change Mark Shapiro was appointed as President and Chief Operating Officer at TKO Group Holdings, Inc.. - Action: appointed - Role: President and Chief Operating Officer source text: Mark Shapiro was appointed as President and Chief Operating Officer, to serve as president and as principal operating officer evidence_url: https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/0001193125-23-233543-index.htm - Executive change Nick Khan resigned as Director at TKO Group Holdings, Inc.. - Action: resigned - Role: Director source text: whose then members, Nick Khan, Frank A. Riddick and Karen Mullane, tendered their resignation from the Board on and effective as of the Closing Date, contingent upon, and effective concurrently with, the consummation of the Transactions. evidence_url: https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/0001193125-23-233543-index.htm - Executive change Karen Mullane resigned as Director at TKO Group Holdings, Inc.. - Action: resigned - Role: Director source text: whose then members, Nick Khan, Frank A. Riddick and Karen Mullane, tendered their resignation from the Board on and effective as of the Closing Date, contingent upon, and effective concurrently with, the consummation of the Transactions. evidence_url: https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/0001193125-23-233543-index.htm - Executive change Seth Krauss was appointed as Chief Legal Officer at TKO Group Holdings, Inc.. - Action: appointed - Role: Chief Legal Officer source text: Seth Krauss was appointed as the Company’s Chief Legal Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/0001193125-23-233543-index.htm - Executive change Ariel Emanuel was appointed as Chief Executive Officer at TKO Group Holdings, Inc.. - Action: appointed - Role: Chief Executive Officer source text: Ariel Emanuel was appointed as the Company’s Chief Executive Officer, to serve as principal executive officer evidence_url: https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/0001193125-23-233543-index.htm - M&A Transactions TKO Group Holdings, Inc. underwent a change of control involving Endeavor Group Holdings, Inc. (closed 2023-09-12). - Action: change of control - Counterparty: Endeavor Group Holdings, Inc. - Closing: 2023-09-12 source text: Following the consummation of the Transactions, Endeavor and its subsidiaries own 51% of the fully-diluted voting power of the Company and 51% of the fully-diluted economic ownership in TKO OpCo evidence_url: https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/0001193125-23-233543-index.htm - M&A Transactions TKO Group Holdings, Inc. completed an acquisition involving World Wrestling Entertainment, Inc. (closed 2023-09-12). - Action: acquisition - Counterparty: World Wrestling Entertainment, Inc. - Closing: 2023-09-12 source text: (ii) Merger Sub merged with and into WWE (the “Merger”), with WWE surviving the Merger evidence_url: https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/0001193125-23-233543-index.htm - Material Agreements TKO Group Holdings, Inc. entered into Registration Rights Agreement with EOC, January Capital HoldCo, LLC, January Capital Sub LLC, Vincent McMahon valued at Registration Rights Agreement providing demand rights (effective 2023-08-22). - Action: entry - Counterparty: EOC, January Capital HoldCo, LLC, January Capital Sub LLC, Vincent McMahon - Value: Registration Rights Agreement providing demand rights - Effective: 2023-08-22 source text: Item 1.01 Entry into a Material Definitive Agreement. Registration Rights Agreement On the Closing Date, in connection with the Transactions, the Company entered into a registration rights agreement with EOC, January Capital HoldCo, LLC, January Capital Sub LLC (EOC, January Capital HoldCo, LLC and January Capital Sub LLC, collectively, the “EDR Subscribers”), Vincent McMahon and the other stockholders party thereto (the “Registration Rights Agreement”), providing the EDR Subscribers and Mr. McMahon with demand rights that require the Company to file registration statements registering their respective shares of the Company’s Class A common stock, par value $0.00001 per share (the “TKO Class A Common Stock”), including shares of TKO Class A Common Stock issuable upon the exercise by members of TKO OpCo of their redemption rights under TKO OpCo’s limited liability company agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/0001193125-23-233543-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.