STOCKHOLDERS’ EQUITY |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| STOCKHOLDERS’ EQUITY [Abstract] | |
| STOCKHOLDERS’ EQUITY | 9. STOCKHOLDERS’ EQUITY Endeavor Share Purchases During the six months ended June 30, 2025, Endeavor OpCo purchased 1,897,650 shares of TKO Class A common stock for an aggregate amount of $300.9 million under EGH and its subsidiaries' Rule 10b5-1 trading plan for the Company. The trading plan was terminated on February 14, 2025. On June 3, 2025, Endeavor OpCo entered into a stock purchase agreement with Vincent K. McMahon, pursuant to which Endeavor OpCo agreed to purchase 1,579,080 shares of TKO Class A common stock held by Mr. McMahon at a per share price of $158.32 for an aggregate of $250.0 million. These shares of TKO Class A common stock purchased by Endeavor OpCo are included in the calculation of Endeavor’s total voting interest in TKO. Endeavor Asset Acquisition — Equity Consideration On February 28, 2025, as consideration paid in connection with the Endeavor Asset Acquisition, the Company issued approximately 26.54 million Common Units of TKO OpCo and an equivalent number of corresponding shares of TKO Class B common stock to Endeavor OpCo and certain of EGH's other subsidiaries. The equity consideration increased the nonredeemable non-controlling interest in TKO OpCo, with a corresponding increase to additional paid-in capital. Capital Return Program TKO Share Repurchases During the six months ended June 30, 2026, the following share repurchases of TKO Class A common stock were made under the Company's previously announced share repurchase program totaling $3.0 billion: • During January 1, 2026 through February 26, 2026, the Company repurchased 187,819 shares of TKO Class A common stock for an aggregate purchase price of $38.3 million based on an aggregate volume-weighted average price of $203.97 per share. All shares repurchased have been retired. The share repurchases were made pursuant to a Rule 10b5-1 trading plan previously executed in September 2025 which expired on February 26, 2026. • On March 10, 2026, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with Morgan Stanley & Co. LLC to repurchase $800.0 million of shares of its Class A common stock. Under the ASR Agreement, the Company paid $800.0 million on March 11, 2026 and received an initial delivery of 3,136,179 shares. The valuation period under the ASR Agreement ended on June 30, 2026, and the Company received 1,031,119 additional shares upon final settlement on July 1, 2026. The final number of shares delivered upon settlement of the $800.0 million ASR Agreement was determined based on the volume-weighted average price of $191.97 per share of the TKO Class A common stock during the term of the agreement, less a discount, and subject to customary adjustments pursuant to the terms and conditions of the ASR Agreement. The shares received are retired in the period they are delivered, and the up-front payment is accounted for as a reduction to stockholders' equity in the Company's consolidated balance sheet in the period the payments are made. The initial delivery of 3,136,179 shares was recorded on March 11, 2026 as a reduction to accumulated deficit. As of June 30, 2026, the remaining shares to be delivered under the ASR Agreement were reflected as a forward contract as a reduction to additional paid-in capital. The Company reflects the accelerated share repurchases (“ASRs”) as a repurchase of Class A common stock in the period delivered for purposes of calculating earnings per share. The ASRs met all of the applicable criteria for equity classification under ASC 815-40, and therefore, was not accounted for as a derivative instrument. • On March 10, 2026, the Company entered into a Rule 10b5-1 trading plan (the “March 10b5-1 Plan”) providing for up to $200.0 million of repurchases of its Class A common stock, which was originally set to commence immediately following the completion of the ASR Agreement. On May 11, 2026, the Company entered into a new Rule 10b5-1 trading plan (the “May 10b5-1 Plan”) that superseded, amended and replaced the March 10b5-1 Plan authorizing repurchases thereunder to commence on May 14, 2026. The terms of the May 10b5-1 Plan are otherwise identical to those of the March 10b5-1 Plan. During the period from May 14, 2026 through June 30, 2026, the Company repurchased 648,919 shares of TKO Class A common stock for an aggregate purchase price of $129.3 million based on an aggregate volume-weighted average price of $199.27 per share. All shares repurchased have been retired. The May 10b5-1 Plan was completed on July 22, 2026, with the repurchase of 373,515 shares of TKO Class A common stock for an aggregate purchase price of $70.7 million occurring during July 2026.
The Company will determine at its discretion the timing and the amount of any repurchases based on its evaluation of market conditions, share price, and other factors. Repurchases under the share repurchase program may be made in the open market, in privately negotiated transactions or otherwise, and the Company is not obligated to acquire any particular amount under the share repurchase program. The share repurchase program has no expiration, and may be modified, suspended, or discontinued at any time. Quarterly Cash Dividend In October 2024, the Company announced that its board of directors approved a quarterly cash dividend program pursuant to which holders of TKO Class A common stock would receive their pro rata share of quarterly distributions to be made by TKO OpCo. No dividends are declared or paid on the TKO Class B common stock, which does not have economic rights. For the three months ended June 30, 2026 and 2025, the Company's board of directors declared quarterly cash dividends of $0.79 per share and $0.38 per share, respectively. For the six months ended June 30, 2026 and 2025, aggregate cash dividends declared were $1.57 per share and $0.76 per share, respectively. These dividend payments represented TKO’s portion of the pro rata distributions from TKO OpCo to its equity holders, which totaled $150.6 million and $75.2 million for the three months ended June 30, 2026 and 2025, respectively, and $299.7 million and $150.4 million for the six months ended June 30, 2026 and 2025, respectively. TKO Ownership Interests As of June 30, 2026, EGH and its subsidiaries collectively controlled 64.1% of the voting interests in TKO through their ownership of both TKO Class A common stock and TKO Class B common stock.
As of June 30, 2026, the Company owned 39.0% of TKO OpCo and EGH and its subsidiaries owned 61.0% of TKO OpCo. |