TKO Group Holdings (TKO) risk factors, FY2025 10-K

TKO Group Holdings's FY2025 10-K, filed Feb 25, 2026, lists 63 risk factors in 4 groups. Against the prior year's 69: 5 new, 11 dropped, 22 substantially reworded.

Open TKO in Gloom →
TKO Group Holdings' chart, financials and news, free in your browser.Open TKO in Gloom →
Risk factors listed
634 groups
New this year
5vs 69 last year
Dropped
11since the prior 10-K
Substantially reworded
22of those kept
Section length
25k wordsItem 1A

What the changes say

  • TKO faces new risks regarding consumer taste shifts, IP claims, insurance costs, Endeavor transition services, and share repurchases.

What changed since the prior 10-K

New

  • NewRisks Related to Our Business

    perception among consumers, or anticipate and respond to changes in consumer preferences, could result in reduced demand for our events and content offerings, which could have an adverse effect on our business, financial condition and results of operations

    Unpopular events, star athlete unavailability, labor disputes, or severe weather could reduce demand and harm our business.

  • NewRisks Related to Our Business

    We may be subject to intellectual property rights claims by third parties, which are costly to defend, could require us to pay significant damages and could limit our ability to use our intellectual property

    Third-party intellectual property claims could force us to pay damages, stop using brands, or obtain costly licenses.

  • NewRisks Related to Our Business

    Costs associated with obtaining, and our ability to obtain, sufficient levels and types of insurance relevant to our businesses could adversely affect our business

    Terrorism, security incidents, and weather events make it harder and more expensive to secure adequate insurance coverage.

  • NewRisks Related to Our Organization and Structure

    Endeavor also conducts various administrative and operational functions of the Company pursuant to the Transition Services Agreement

    Silver Lake and Endeavor control us through voting interests and administrative functions, which may conflict with minority stockholders.

  • NewRisks Related to Our Class A Common Stock

    On October 24, 2024, we announced that the Board authorized a share repurchase program of up to $2.0 billion of our Class A common stock. As of December 31, 2025, 4.6 million shares of Class A common stock have been repurchased under the program, for an aggregate purchase price of $866.8 million

    We repurchased 4.6 million shares for $866.8 million under our $2.0 billion share repurchase program, which increases stock volatility.

Dropped

  • DroppedRisks Related to Our Business

    can be provided as to the outcome of these negotiations and, if we are unable to renew existing agreements or find alternative streaming or distribution partners on at least as favorable terms, if at all, our results of operations could be adversely impacted

  • DroppedRisks Related to Our Business

    We may fail to complete the Endeavor Asset Acquisition if certain required conditions, many of which are outside our control, are not satisfied

    Uncertainty of renewing sports media licensing rights and international trade sanctions.

  • DroppedRisks Related to Our Business

    Failure to complete the Endeavor Asset Acquisition could negatively impact our stock price, future business and financial results

  • DroppedRisks Related to Our Business

    The planned issuance of Class B common stock and TKO OpCo Units to the EDR Parties will dilute the ownership and voting interests

    Risk of failing to complete the Endeavor Asset Acquisition due to closing conditions.

  • DroppedRisks Related to Our Business

    As a result, cyberattacks may be difficult to detect for an extended period of time, and the measures we take to safeguard our technology may not adequately prevent them

  • DroppedRisks Related to Our Business

    these parties may breach the agreements and disclose our Confidential Information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches

    Negative stock price and financial impacts if the Endeavor Asset Acquisition fails.

  • DroppedRisks Related to Our Business

    If, for any number of reasons, we are unable to continue to develop and monetize WWE Network successfully, it could adversely affect our operating results

    Dilution from issuing Class B stock and TKO OpCo Units to EDR Parties.

  • DroppedRisks Related to Our Business

    require us to pay higher wages, which could result in higher labor costs and could have an adverse effect on our business, financial condition, and results of operations

  • DroppedRisks Related to Our Business

    Costs associated with, and our ability to, obtain insurance could adversely affect our business

  • DroppedRisks Related to Our Class A Common Stock

    An active trading market for our Class A common stock may not develop and you may not be able to sell your shares of Class A common stock

  • DroppedRisks Related to Our Class A Common Stock

    We cannot guarantee we will conduct share repurchases or pay dividends in any specified amounts or particular frequency

Reworded

  • 96% rewrittenRisks Related to Our Business

    Unauthorized disclosure of sensitive or confidential customer information could harm our business and standing with our customers

    Added explicit mention that parties may breach confidentiality agreements and disclose trade secrets without adequate remedies.

  • 96% rewrittenRisks Related to Our Organization and Structure

    We are currently controlled by Silver Lake through its ownership and control of Endeavor. The interests of Endeavor or Silver Lake may differ from the interests of other stockholders of TKO Group Holdings

    Updated to reflect Silver Lake acquiring 100% of Endeavor in March 2025 and Endeavor holding 63% of voting interests.

    Was: We are currently controlled by Endeavor. The interests of Endeavor or, subject to the Endeavor Take-Private, Silver Lake, may differ from the interests of other stockholders of TKO Group Holdings

  • 96% rewrittenRisks Related to Our Organization and Structure

    If we are unable to effectively implement or maintain a system of internal control over financial reporting, we may not be able to accurately or timely report our financial results and our stock price could be adversely affected

    Revised internal control language to emphasize ongoing investments in financial reporting and data systems as the business grows.

  • 83% rewrittenRisks Related to Our Organization and Structure

    If Endeavor in the future decides to engage in the type of business we conduct, it may have a competitive advantage over us, which may cause our business, financial condition and results of operations to be materially adversely affected

    Updated references from the old Services Agreement to the temporary Transition Services Agreement with EGH Parties.

  • 80% rewrittenRisks Related to Our Business

    Changes in public and consumer tastes and preferences and industry trends could reduce demand for our content offerings and adversely affect our business

    Removed COVID-19 pandemic as a specific historical example affecting consumer tastes and live event demand.

  • 70% rewrittenRisks Related to Our Business

    We may face labor shortages that could slow our growth

    Added specific risks regarding higher wages and reliance on contingent workers for live events and productions.

  • 70% rewrittenRisks Related to Our Business

    Failure to protect our IT Systems and Confidential Information against breakdowns, security breaches, and other cybersecurity risks could result in financial penalties, legal liability, and/or reputational harm, which would adversely affect our business, results of operations, and financial condition

    Updated third-party technology partners to include Paramount+ and reorder streaming platforms like Netflix and Peacock.

  • 62% rewrittenRisks Related to Our Class A Common Stock

    We expect to issue additional shares of Class A common stock. Issuing additional shares of our capital stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of our Class A common stock or both

    Changed future acquisition dilution language to reflect that the Endeavor Asset Acquisition actually issued 26.54 million units.

  • 54% rewrittenRisks Related to Our Business

    Our ability to generate revenue from discretionary and corporate spending on events, such as corporate sponsorships and advertising, is subject to many factors, including many that are beyond our control, such as general macroeconomic conditions

  • 53% rewrittenRisks Related to Our Business

    Our business and operating results may be affected by the outcome of pending and future litigation, investigations, claims and other disputes

  • 49% rewrittenRisks Related to Tax Matters

    Changes to U.S. and foreign tax laws could adversely affect us

    Was: Future changes to U.S. and foreign tax laws could adversely affect us

  • 48% rewrittenRisks Related to Our Organization and Structure

    If Endeavor or its subsidiaries sell a controlling interest in us to a third party in a private transaction, we may become subject to the control of a presently unknown third party

  • 47% rewrittenRisks Related to Our Business

    We may fail to realize the anticipated benefits of the Endeavor Asset Acquisition

    Was: We may fail to realize the anticipated benefits of the Endeavor Asset Acquisition and may assume unanticipated liabilities, including in connection with termination of the Services Agreement

  • 46% rewrittenRisks Related to Our Business

    We may be unable to protect and enforce our intellectual property rights, which could enable others to copy or use aspects of our intellectual property rights without compensating us, which may substantially harm our business and operating results

  • 42% rewrittenRisks Related to Our Business

    We depend on the continued services of executive management and other key employees. The loss or diminished performance of these individuals could adversely affect our business

    Was: We depend on the continued services of executive management and other key employees, and of our parent company, Endeavor. The loss or diminished performance of these individuals, or any diminished performance by Endeavor, could adversely affect our business

  • 30% rewrittenRisks Related to Our Organization and Structure

    Further, the distribution or sale by Endeavor’s subsidiaries of a substantial number of shares, even if not a controlling interest, or a perception that a distribution or such sales could occur, could significantly reduce the market price of our Class A common stock

  • 27% rewrittenRisks Related to Our Organization and Structure

    Our executive officers and directors may have actual or potential conflicts of interest because of their equity interest in Endeavor. Also, certain of Endeavor’s current executive officers are our directors and officers, which may create conflicts of interest or the appearance of conflicts of interest

  • 26% rewrittenRisks Related to Tax Matters

    Increasing scrutiny of, and evolving expectations for, sustainability and environmental, social, and governance initiatives could increase our costs, harm our reputation, or otherwise adversely impact our business

  • 25% rewrittenRisks Related to Our Organization and Structure

    The competitive opportunity provisions in our certificate of incorporation could enable certain directors, principals, officers, employees, members and/or other representatives of Endeavor, Mr. McMahon or their respective affiliates to benefit from competitive opportunities that might otherwise be available to us

  • 24% rewrittenRisks Related to Our Business

    Exchange rates may cause fluctuations in our results of operations

  • 21% rewrittenRisks Related to Tax Matters

    Our business may involve potential internal conflicts of interest due to the breadth and scale of our platform

  • 20% rewrittenRisks Related to Our Business

    Because our success depends substantially on our ability to maintain a professional reputation, adverse publicity concerning us, or our key personnel could adversely affect our business

All 63 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business

  1. 01Our ability to generate revenue from discretionary and corporate spending on events, such as corporate sponsorships and advertising, is subject to many factors, including many that are beyond our control, such as general macroeconomic conditions54% rewritten
  2. 02We may not be able to adapt to or manage new content distribution platforms or changes in consumer behavior resulting from new technologies
  3. 03We may fail to realize the anticipated benefits of the Endeavor Asset Acquisition47% rewritten
  4. 04Because our success depends substantially on our ability to maintain a professional reputation, adverse publicity concerning us, or our key personnel could adversely affect our business20% rewritten
  5. 05The markets in which we operate are highly competitive, rapidly changing and increasingly fragmented, both within the United States and internationally, and we may not be able to compete effectively, which could adversely affect our operating results
  6. 06We depend on the continued services of executive management and other key employees. The loss or diminished performance of these individuals could adversely affect our business42% rewritten
  7. 07Changes in public and consumer tastes and preferences and industry trends could reduce demand for our content offerings and adversely affect our business80% rewritten
  8. 08perception among consumers, or anticipate and respond to changes in consumer preferences, could result in reduced demand for our events and content offerings, which could have an adverse effect on our business, financial condition and results of operationsNew
  9. 09Our business and operating results may be affected by the outcome of pending and future litigation, investigations, claims and other disputes53% rewritten
  10. 10The special committee of independent members of WWE’s Board of Directors’ investigation into allegations of misconduct by Vincent McMahon, and any further allegations, claims or investigations may have an adverse financial and operational impact on our business performance
  11. 11The impact of global pandemics or other health crises could adversely affect our business, financial condition and results of operations
  12. 12Our key personnel, athletes and performers may be adversely impacted by immigration restrictions and related factors
  13. 13Our failure to continue to build and maintain our entertainment properties could adversely affect our operating results
  14. 14Our failure to retain or continue to discover key athletes and performers could lead to a decline in the appeal of our events, our storylines and the popularity of its brand of entertainment, which could adversely affect its operating results
  15. 15Failure to protect our IT Systems and Confidential Information against breakdowns, security breaches, and other cybersecurity risks could result in financial penalties, legal liability, and/or reputational harm, which would adversely affect our business, results of operations, and financial condition70% rewritten
  16. 16Unauthorized disclosure of sensitive or confidential customer information could harm our business and standing with our customers96% rewritten
  17. 17We may be unable to protect and enforce our intellectual property rights, which could enable others to copy or use aspects of our intellectual property rights without compensating us, which may substantially harm our business and operating results46% rewritten
  18. 18We may be subject to intellectual property rights claims by third parties, which are costly to defend, could require us to pay significant damages and could limit our ability to use our intellectual propertyNew
  19. 19As a result of our operations in international markets, we are subject to risks associated with the legislative, judicial, accounting, regulatory, political and economic risks and conditions specific to such markets
  20. 20variability in venue security standards and accepted practices; and
  21. 21If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings
  22. 22Participants and spectators in connection with our live events are subject to potential injuries and accidents, which could subject us to personal injury or other claims and increase our expenses, as well as reduce attendance at our live events, causing a decrease in our revenue
  23. 23We are subject to extensive U.S. and foreign governmental regulations, and our failure to comply with these regulations could adversely affect our business
  24. 24imposition by foreign countries of trade restrictions, restrictions on the manner in which content is currently licensed and distributed, ownership restrictions, or currency exchange controls
  25. 25Changes in the regulatory atmosphere and related private sector initiatives could adversely affect our businesses
  26. 26We have a substantial amount of indebtedness, which could adversely affect our business, and we cannot be certain that additional financing will be available on reasonable terms when required, or at all
  27. 27Restrictive covenants applicable to the Credit Facilities may restrict our ability to pursue our business strategies
  28. 28We will require a significant amount of cash to service our indebtedness. The ability to generate cash or refinance our indebtedness as it becomes due depends on many factors, some of which are beyond our control
  29. 29Our accounts receivable relate principally to a limited number of distributors, licensees, and other partners increasing our exposure to bad debts and counter-party risk which could potentially have a material adverse effect on our results of operations
  30. 30We could be subject to union-organizing and labor disruption, which could adversely affect our business
  31. 31We may face labor shortages that could slow our growth70% rewritten
  32. 32Exchange rates may cause fluctuations in our results of operations24% rewritten
  33. 33Costs associated with obtaining, and our ability to obtain, sufficient levels and types of insurance relevant to our businesses could adversely affect our businessNew
  34. 34Certain of our key operating metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business

Risks Related to Our Organization and Structure

  1. 35We are a holding company whose principal assets are the TKO OpCo Units we hold in TKO OpCo and, accordingly, we are dependent upon distributions from TKO OpCo to pay taxes and other expenses
  2. 36We are currently controlled by Silver Lake through its ownership and control of Endeavor. The interests of Endeavor or Silver Lake may differ from the interests of other stockholders of TKO Group Holdings96% rewritten
  3. 37Endeavor also conducts various administrative and operational functions of the Company pursuant to the Transition Services AgreementNew
  4. 38We cannot predict the impact our capital structure and the concentrated control by Endeavor and Silver Lake may have on our stock price or our business
  5. 39If Endeavor or its subsidiaries sell a controlling interest in us to a third party in a private transaction, we may become subject to the control of a presently unknown third party48% rewritten
  6. 40Further, the distribution or sale by Endeavor’s subsidiaries of a substantial number of shares, even if not a controlling interest, or a perception that a distribution or such sales could occur, could significantly reduce the market price of our Class A common stock30% rewritten
  7. 41We are exempt from certain corporate governance requirements since we are a “controlled company” within the meaning of NYSE rules, and as a result our stockholders do not have the protections afforded by these corporate governance requirements
  8. 42If we are unable to effectively implement or maintain a system of internal control over financial reporting, we may not be able to accurately or timely report our financial results and our stock price could be adversely affected96% rewritten
  9. 43Provisions in our organizational documents and certain rules imposed by regulatory authorities may delay or prevent our acquisition by a third party
  10. 44These provisions of our certificate of incorporation and bylaws could discourage potential takeover attempts and reduce the price that investors might be willing to pay for shares of our Class A common stock in the future, which could reduce the market price of our Class A common stock
  11. 45As a public company, our costs may be significant, and the regular operations of our business may be disrupted
  12. 46The competitive opportunity provisions in our certificate of incorporation could enable certain directors, principals, officers, employees, members and/or other representatives of Endeavor, Mr. McMahon or their respective affiliates to benefit from competitive opportunities that might otherwise be available to us25% rewritten
  13. 47Our executive officers and directors may have actual or potential conflicts of interest because of their equity interest in Endeavor. Also, certain of Endeavor’s current executive officers are our directors and officers, which may create conflicts of interest or the appearance of conflicts of interest27% rewritten
  14. 48Endeavor and subsidiaries of Endeavor may compete with us
  15. 49If Endeavor in the future decides to engage in the type of business we conduct, it may have a competitive advantage over us, which may cause our business, financial condition and results of operations to be materially adversely affected83% rewritten

Risks Related to Our Class A Common Stock

  1. 50The market price of our Class A common stock may be volatile, and holders of our Class A common stock may be unable to resell their Class A common stock at or above their purchase price or at all
  2. 51changes in accounting principles
  3. 52On October 24, 2024, we announced that the Board authorized a share repurchase program of up to $2.0 billion of our Class A common stock. As of December 31, 2025, 4.6 million shares of Class A common stock have been repurchased under the program, for an aggregate purchase price of $866.8 millionNew
  4. 53We expect to issue additional shares of Class A common stock. Issuing additional shares of our capital stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of our Class A common stock or both62% rewritten

Risks Related to Tax Matters

  1. 54Tax matters may cause significant variability in our financial results
  2. 55TKO OpCo may be required to pay additional taxes as a result of the partnership audit rules
  3. 56We could incur tax liabilities in connection with stock repurchases
  4. 57Changes to U.S. and foreign tax laws could adversely affect us49% rewritten
  5. 58If securities or industry analysts publish inaccurate or unfavorable research about us or our business, the price of our Class A common stock and trading volume could decline
  6. 59Our business may involve potential internal conflicts of interest due to the breadth and scale of our platform21% rewritten
  7. 60We could face a variety of risks if we expand into other new and complementary businesses and/or make certain investments or acquisitions
  8. 61We currently, and may in the future, share control in joint venture projects, other investments, and strategic alliances, which will limit our ability to manage third-party risks associated with these projects
  9. 62Increasing scrutiny of, and evolving expectations for, sustainability and environmental, social, and governance initiatives could increase our costs, harm our reputation, or otherwise adversely impact our business26% rewritten
  10. 63Catastrophic events, severe weather conditions and natural disasters could adversely affect our operations, sales or financial results

Other TKO Group Holdings 10-Ks

  • FY2024 10-K risk factors
    69 risks

    TKO Group Holdings faces material risks related to live event production, media distribution rights, and high corporate indebtedness.

    Filed Feb 26, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.