v3.25.1
EQUITY-BASED COMPENSATION
3 Months Ended
Mar. 31, 2025
EQUITY-BASED COMPENSATION [Abstract]  
EQUITY-BASED COMPENSATION

12. EQUITY-BASED COMPENSATION

Equity-based compensation expense, which is included within direct operating costs and selling, general and administrative expenses on the Company’s consolidated statements of operations, consisted of the following (in thousands):

 

 

Three Months Ended

 

 

March 31,

 

 

2025

 

 

2024

 

EGH 2021 Plan

 

$

2,121

 

 

$

2,790

 

Replacement Awards under WWE 2016 Plan

 

 

6,245

 

 

 

8,622

 

TKO 2023 Plan

 

 

21,136

 

 

 

18,813

 

Other awards (1)

 

 

769

 

 

 

1,955

 

Equity-based compensation expense

 

$

30,271

 

 

$

32,180

 

 

(1)
Represents equity-based compensation expense related to awards granted under historical compensation plans of the Acquired Businesses.

In connection with the Endeavor Asset Acquisition, the Company converted each equity award of restricted stock units (“RSUs”) held by employees of the Acquired Businesses into TKO RSUs of equal value and vesting conditions. The value of these was determined using the closing price of TKO Class A common stock on the day of the closing of the Endeavor Asset Acquisition. Effective March 1, 2025, equity-based compensation expense associated with these awards is included as part of the TKO 2023 Plan in the table above.

Upon the close of the Endeavor Asset Acquisition, the Company issued 160,455 shares of TKO Class A common stock for an aggregate value of $23.5 million to NFL Properties LLC, as set forth in the Endeavor Asset Acquisition Agreement (such shares, the "NFLP Shares"). Two-thirds of the NFLP Shares will be issued with restrictive legends that prohibit NFLP from transferring (i) one-third of the NFLP Shares on or before the 18-month anniversary of the consummation of the Endeavor Asset Acquisition and (ii) one-third of the NFLP Shares on or before the 36-month anniversary of the consummation of the Endeavor Asset Acquisition. During the three months ended March 31, 2025, the Company recorded equity-based compensation expenses of approximately $1.9 million associated with the issuance of the NFLP Shares, which are included within direct operating costs in the Company's consolidated statements of operations.

In January 2024, WWE entered into an Independent Services Contractor and Merchandising Agreement (the “DJ Services Agreement”) with Dwayne Johnson, a member of the Company’s board of directors, pursuant to which Mr. Johnson agreed to provide to WWE certain promotional and other services. See Note 18, Related Party Transactions, for further discussion. As consideration for Mr. Johnson’s services provided under the DJ Services Agreement, the Company granted Mr. Johnson RSUs for an aggregate value of $30.0 million under the TKO 2023 Plan. During the three months ended March 31, 2025 and March 31, 2024,

the Company recorded equity-based compensation expenses of approximately $1.0 million and $9.0 million, respectively, associated with these RSUs, which are included within direct operating costs in the Company’s consolidated statements of operations.