The selling stockholder identified in this prospectus supplement (the “selling stockholder”) is offering 8,400,000 shares of our Class A common stock. We will not receive any proceeds from the sale of our Class A common stock by the selling stockholder.Our Class A common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “TKO.” The last reported sale price of our Class A common stock on the NYSE on November 8, 2023 was $84.60 per share.

We have two classes of common stock outstanding: Class A common stock and Class B common stock. Each share of Class A common stock and Class B common stock entitles its holder to one vote on all matters presented to our stockholders generally. All of our Class B common stock is held by subsidiaries of Endeavor (as defined herein), on a one-to-one basis with the number of TKO OpCo Units (as defined herein) that such subsidiaries of Endeavor own and that were issued to such subsidiaries in exchange for a purchase price equal to the aggregate par value of such shares of Class B common stock.

We are a holding company and our principal assets are the TKO OpCo Units we hold in TKO Operating Company, LLC (“TKO OpCo”), representing approximately 48.2% of TKO OpCo (approximately 47.8% after giving effect to the Share Repurchase). The remaining approximately 51.8% of TKO OpCo (approximately 52.2% after giving effect to the Share Repurchase), is owned by subsidiaries of Endeavor through their ownership of TKO OpCo Units.

As of the date of this prospectus supplement, Endeavor controls more than 50% of our combined voting power for the election of directors on our Board. As a result, we are, and after this offering we will continue to be, considered a “controlled company” for the purposes of NYSE rules and corporate governance standards, and therefore are permitted to, and intend to, elect not to comply with certain corporate governance requirements of the NYSE composed entirely of independent directors. For so long as we remain a “controlled company,” we may at any time and from time to time, utilize any or all of the applicable governance exemptions available under the NYSE rules. Accordingly, holders of Class A common stock do not have the same protections afforded to stockholders of companies that are subject to all of the rules and corporate governance standards of NYSE, and the ability of our independent directors to influence our business policies and affairs may be reduced. See “Risk Factors.”

We currently conduct our business through TKO OpCo and its subsidiaries. TKO Group Holdings manages and operates the business and controls the strategic decisions and day-to-day operations of TKO OpCo and includes the operations of TKO OpCo in its consolidated financial statements.

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Vince McMahon Selling 8,400,000 Shares Of TKO Stock